CONSOLIDATED NATURAL GAS CO
35-CERT, 1994-01-31
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE> 1
 
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
 
 ____________________________________________
 CONSOLIDATED NATURAL GAS COMPANY            :         CERTIFICATE
     Pittsburgh, Pennsylvania                :              of
                                             :         NOTIFICATION
CNG COAL COMPANY                             :             NO. 2
CNG PRODUCING COMPANY                        :
CNG PIPELINE COMPANY                         :         TRANSACTIONS
CNG RESEARCH COMPANY                         :         DURING PERIOD
CNG STORAGE SERVICE COMPANY                  :         _____________
CNG GAS SERVICES CORPORATION                 :
CNG TRANSMISSION CORPORATION                 :       October 1, 1993
CONSOLIDATED NATURAL GAS SERVICE             :            through
  COMPANY, INC.                              :      December 31, 1993
CONSOLIDATED SYSTEM LNG COMPANY              :
HOPE GAS, INC.                               :
THE EAST OHIO GAS COMPANY                    :
THE PEOPLES NATURAL GAS COMPANY              :
THE RIVER GAS COMPANY                        :
VIRGINIA NATURAL GAS INC.                    :
WEST OHIO GAS COMPANY                        :
                                             :
File No. 70-8195                             :
                                             :
(Public Utility Holding Company Act of 1935) :
____________________________________________ :
 

TO THE SECURITIES AND EXCHANGE COMMISSION:

    By Order dated June 30, 1993 (HCAR No. 25841), the Securities and

Exchange Commission permitted the Application-Declaration of

Consolidated Natural Gas Company ("Consolidated") and its

above-mentioned subsidiaries ("Subsidiaries") to become effective,

thereby authorizing Consolidated and its Subsidiaries to engage in

various securities transactions to finance said Subsidiary companies

through June 30, 1994.

    This Certificate is filed in accordance with Rule 24, as a

notification that of the various transactions authorized by said

Order, the following have been carried out in accordance with the

terms and conditions of and for the purposes represented by said

Application-Declaration and said Order:


<PAGE> 2
 

1.  Sale of Commercial Paper.


        During said period, Consolidated issued and sold commercial

    paper.  The maximum amount of Consolidated's commercial paper

    outstanding at any time during this period ended December 31,

    1993, was $614,400,000 principal amount.


        Amount Outstanding - December 31, 1993 - $455,000,000


2.  Borrowings under Commercial Paper Backup Lines of Credit.


        There were no borrowings or repayments during this period.


3.  Short-Term Advances to Subsidiaries for Gas Storage and Working

    Capital.


        Short-term advances to Subsidiaries for gas storage and

    working capital were taken through the Consolidated Natural Gas

    System Money Pool (SEC File No. 70-7258, HCAR No. 24128).


4.  Long Term Loans.


        During the period the following long-term notes were issued to

    the subsidiaries:

        CNG Service Company              $    795,000
        East Ohio Gas Company            $ 39,416,000
        River Gas Company                $  1,125,000
        CNG Transmission Corporation     $117,334,000
        CNG Producing Company            $ 79,575,000
        Peoples Natural Gas Company      $ 26,700,000

<PAGE> 3


5.  Sales of Capital Stock by Subsidiaries.


        The following Capital Stock sales by the subsidiaries occurred

    during the period.

                                   No. of
                                   Shares    Par Value      Amount
                                   ______    _________    __________

        CNG Energy Company            500     $ 1,000    $   500,000
        West Ohio Gas Company     740,000     $     5    $ 3,700,000
        CNG Transmission Corp.      1,861     $10,000    $18,610,000
        Peoples Natural Gas Co.   232,000     $   100    $23,200,000


        The above transaction between Consolidated and West Ohio Gas

Company ("WOG") and Consolidated and Peoples Natural Gas Company

("PNG") occurred under an exemption pursuant to Rule 52 and are not

part of the authorizations under this file number.  The Certificates

of Notification as required by Rule 52 on Form U-6B-2 are filed as A-1

and A-2.  The sales of stock by WOG and PNG were expressly authorized

by order of their respective state Public Utility Commissions

(September 23, 1993 - Ohio and November 10, 1993 - Pennsylvania).  The

applications and related orders by WOG and PNG are filed as A-3 and

A-4, respectively.


<PAGE> 4


        The "past tense" opinion required by paragraph F(2) of the

instructions as to exhibits for Form U-1 is be filed as Exhibit A-3 to

this certificate.

                             CONSOLIDATED NATURAL GAS COMPANY
                             CNG COAL COMPANY
                             CNG PRODUCING COMPANY
                             CNG PIPELINE COMPANY
                             CNG RESEARCH COMPANY
                             CNG STORAGE SERVICE COMPANY
                             CNG GAS SERVICES CORPORATION
                             CNG TRANSMISSION CORPORATION
                             CONSOLIDATED NATURAL GAS SERVICE
                                COMPANY, INC.
                             CONSOLIDATED SYSTEM LNG COMPANY
                             HOPE GAS, INC.
                             THE EAST OHIO GAS COMPANY
                             THE PEOPLES NATURAL GAS COMPANY
                             THE RIVER GAS COMPANY
                             VIRGINIA NATURAL GAS INC.
                             WEST OHIO GAS COMPANY


                             H. P. Payne, Jr.
                             Their Attorney
Dated this 31st day
of January, 1994



<PAGE> 1
                                                           Exhibit A-1
 
                   SECURITIES AND EXCHANGE COMMISSION
 
                            Washington, D.C.
 
                              FORM U-6B-2
 
                      Certificate of Notification
 
                               Filed By
 
                         WEST OHIO GAS COMPANY
 

     This certificate is notice that the above named company has

issued, renewed or guaranteed the security or securities described

herein which issue, renewal or guaranty was exempted from the

provisions of Section 6(a) of the Act and was neither the subject of a

declaration or application on Form U-1 nor included within the

exemption provided by Rule U-48.

     1.   Type of the security or securities:  740,000 shares of Common
     Stock of The West Ohio Gas Company. ("Common Stock").

     2.   Issue, renewal or guaranty:  Issue.

     3.   Principal amount of each security:  $5 par value per share of
     Common Stock.

     4.   Rate of interest per annum of each security:  Not Applicable.

     5.   Date of issue, renewal or guaranty of security:
          December 31, 1993.

     6.   If renewal of security, give date of original issue: Not
     Applicable.

     7.   Date of maturity of each security:  Not Applicable.

     8.   Name of the person to whom each security was issued, renewed
     or guaranteed.

          Consolidated Natural Gas Company.

     9.   Collateral given with each security, if any:  None.

     10.  Consideration received for each security:

          $5 per share or $3,700,000 total consideration.

<PAGE> 2
                                                           Exhibit A-1
 
     11.  Application of proceeds of each security.

          To meet long-term financing requirements of the West Ohio Gas
          Company.

     12.  The issue, renewal or guaranty of each security was exempt
     from the provisions of Section 6(a) because of the provisions
     contained in any rule of the Commission other than Rule U-48.

     13.  If the security or securities were exempt from the provisions
     of Section 6(a) by virtue of the first sentence of Section 6(b),
     give the figures which indicate that the security or securities
     aggregate (together with all other than outstanding notes and
     drafts of a maturity of nine months or less, exclusive of days of
     grace, as to which such company is primarily or secondarily
     liable) not more than 5 per centum of the principal amount and par
     value of the other securities of such company then outstanding.
     (Demand notes, regardless of how long they may have been
     outstanding, shall be considered as maturing in not more than nine
     months for purposes of the exemption from Section 6(a) of the Act
     granted by the first sentence of Section 6(b)).

          Not Applicable.

     14.  If the security or securities are exempt from the provisions
     of Section 6(a) because of the fourth sentence of Section 6(b),
     name the security outstanding on January 1, 1935, pursuant to the
     terms of which the security or securities herein described have
     been issued.

          Not Applicable

     15.  If the security or securities are exempt from the provisions
     of Section 6(a) because of any rule of the Commission other than
     Rule U-48 designate the rule under which exemption is claimed.

          Rule 52.
 
                                          THE WEST OHIO GAS COMPANY
 
 
 
                                     By:  H. P. Payne, Jr.
                                          Its Attorney
 
 

Date: January 31, 1994



<PAGE> 1
                                                           Exhibit A-2
 
                   SECURITIES AND EXCHANGE COMMISSION
 
                            Washington, D.C.
 
                              FORM U-6B-2
 
                      Certificate of Notification
 
                               Filed By
 
                   THE PEOPLES NATURAL GAS COMPANY
 

     This certificate is notice that the above named company has

issued, renewed or guaranteed the security or securities described

herein which issue, renewal or guaranty was exempted from the

provisions of Section 6(a) of the Act and was neither the subject of a

declaration or application on Form U-1 nor included within the

exemption provided by Rule U-48.

     1.   Type of the security or securities:  232,000 shares of Common
     Stock of The Peoples Natural Gas Company. ("Common Stock").

     2.   Issue, renewal or guaranty:  Issue.

     3.   Principal amount of each security:  $100 par value per share
     of Common Stock.

     4.   Rate of interest per annum of each security:  Not Applicable.

     5.   Date of issue, renewal or guaranty of security:
          December 31, 1993.

     6.   If renewal of security, give date of original issue: Not
     Applicable.

     7.   Date of maturity of each security:  Not Applicable.

     8.   Name of the person to whom each security was issued, renewed
     or guaranteed.

          Consolidated Natural Gas Company.

     9.   Collateral given with each security, if any:  None.

     10.  Consideration received for each security:

          $100 per share or $23,200,000 total consideration.

<PAGE> 2
                                                           Exhibit A-2
 
     11.  Application of proceeds of each security.

          To meet long-term financing requirements of the West Ohio Gas
          Company.

     12.  The issue, renewal or guaranty of each security was exempt
     from the provisions of Section 6(a) because of the provisions
     contained in any rule of the Commission other than Rule U-48.

     13.  If the security or securities were exempt from the provisions
     of Section 6(a) by virtue of the first sentence of Section 6(b),
     give the figures which indicate that the security or securities
     aggregate (together with all other than outstanding notes and
     drafts of a maturity of nine months or less, exclusive of days of
     grace, as to which such company is primarily or secondarily
     liable) not more than 5 per centum of the principal amount and par
     value of the other securities of such company then outstanding.
     (Demand notes, regardless of how long they may have been
     outstanding, shall be considered as maturing in not more than nine
     months for purposes of the exemption from Section 6(a) of the Act
     granted by the first sentence of Section 6(b)).

          Not Applicable.

     14.  If the security or securities are exempt from the provisions
     of Section 6(a) because of the fourth sentence of Section 6(b),
     name the security outstanding on January 1, 1935, pursuant to the
     terms of which the security or securities herein described have
     been issued.

          Not Applicable

     15.  If the security or securities are exempt from the provisions
     of Section 6(a) because of any rule of the Commission other than
     Rule U-48 designate the rule under which exemption is claimed.

          Rule 52.
 
                                      THE PEOPLES NATURAL GAS COMPANY
 
 
 
                                 By:  H. P. Payne, Jr.
                                      Its Attorney
 
 

Date: January 31, 1994



<PAGE> 1
                                                      Exhibit A-3

                               Before
                 THE PUBLIC UTILITIES COMMISSION OF OHIO


In the Matter of the Application    :  CASE NO: 93-l080-GA-AIS
of West Ohio Gas Company for        :  
Authority to Issue and Sell         :  APPLICATION OF WEST
Capital Stock with an Aggregate     :  OHIO GAS COMPANY
Par Value of $3,700,000             :
_______________________________________________________________


     The Applicant, West Ohio Gas Company ("West Ohio"), is a

corporation duly authorized to transact business in the State of Ohio;

is a public utility within the meaning of Section 4905.02 of the Ohio

Revised Code; is engaged in the business of supplying natural gas to

consumers in 35 towns and contiguous rural area in 8 counties in

northwestern Ohio and is subject to the jurisdiction of this

Commission.  West Ohio is a wholly-owned subsidiary of Consolidated

Natural Gas Company ("Consolidated"), a Delaware corporation.

     For its application to the Commission for consent and authority

to issue its capital stock, West Ohio States the following:

     1.  On April 30, 1993, West Ohio's parent company, Consolidated,

filed with the Securities and Exchange Commission its

Application-Declaration for its 1993 and early 1994 system financing

program

(Form U-1).  Among other things, said Application-Declaration

described Consolidated's intention to make open account advances to

and purchases of capital stock from its subsidiary companies from time

to time in 1993 and through June 30, 1994.  West Ohio hereby seeks

authorization to issue and sell 740,000 shares of West Ohio's capital

stock, at its $5 par value, with an aggregate dollar value of

$3,700,000.  Said purchase would occur under an exemption pursuant to

Rule 52 under the Public Utility Holding Company Act of 1935.  Said

capital stock will be issued by West Ohio to Consolidated as called



<PAGE> 2

for from time to time through June 1994, by the Treasurer of West

Ohio.

     2.  The purpose of the issuance and sale of the capital stock by

West Ohio is to reduce short term debt, to finance capital

expenditures and to provide funds for the acquisition of property and

the construction, completion, extension, renewal or improvement of

West Ohio's facilities and for the improvement of West Ohio's service

to its customers.

     3.  West Ohio will incur no cost in connection with the issuance

and sale of said capital stock, except the relatively insignificant

cost associated with the preparation and filing of this Application.

     4.  The effect on revenue requirements for West Ohio resulting

from the issuance and sale of up to $3,700,000 in capital stock to

Consolidated will be reflected in the determination of the required

amount of revenue in a rate proceeding where all factors affecting

rates are taken into account according to law.

     5.  West Ohio will report to this Commission as soon as

reasonably practicable, the issuance and sale of the capital stock

referred to in paragraph 1 above, setting forth the number of shares

sold.

     6.  The following exhibits are attached hereto and made a part

hereof:

         a.  Exhibit A - Balance Sheet of West Ohio as May 3l, 1993.

         b.  Exhibit B - Pro forma balance sheet of West Ohio as of

     May 31, 1993, reflecting the requested issuance of capital stock.

         c.  Exhibit C - Income Statement showing their results of

     West Ohio's operation for the twelve month period ended May 31,

     1993.



<PAGE> 3

     7.  The capital stock transactions and procedures described

herein are the customary ones utilized by West Ohio and other

Consolidated system companies.

         WHEREFORE, West Ohio respectfully requests:

         a)  That the Commission grant West Ohio its consent and

     authority to issue and sell to Consolidated up to 740,000 shares

     of capital stock, at $5 par value, with an aggregate dollar value

     of up to $3,700,000, resulting in a total common stockholders'

     equity-common stock for West Ohio of $8,688,415;

         b)  That with respect to the proposed issuance of capital

     stock, the Commission make the appropriate findings under Section

     4905.40 (F) of the Ohio Revised Code;

         c)  That the Commission retain jurisdiction for the purpose

     of receiving and reviewing the reports to be filed by West Ohio

     pursuant to Paragraph 5 hereof; and

         d)  That the Commission make further orders and grant West

     Ohio such other further authority and relief in connection with

     this Application as may be just and proper.

                                 WEST OHIO GAS COMPANY

                             By  M. KATHLEEN VUCHETICH
                                 Vice president and General Manager


                             By  JAMES A. GRONE
                                 Secretary


By______________________________
Donald J. Witter #0010539
Counsel for West Ohio Gas Company
Cory, Meredith, Witter, Roush & Cheney
607 Savings Building, P. 0. Box 1217
Lima, Ohio 45802-1217
(419)  228-6365

<PAGE> 4

STATE OF OHIO, COUNTY OF ALLEN, SS:


     M. KATHLEEN VUCHETICH and JAMES A. GRONE, being first duly sworn,
depose and state that they are the Vice President and General Manager
and Secretary, respectively, of West Ohio Gas Company, applicant
herein, and that the statements and averments contained in the
foregoing Application are true as each verily believes.



                                 ___________________________
                                      M. KATHLEEN VUCHETICH


                                 ___________________________
                                      JAMES A. GRONE


     Sworn to before me and subscribed in my presence by the said M.
KATHLEEN VUCHETICH and JAMES L. GRONE, this ____ day of June, 1993.



                                 DONALD J. WITTER
                                 Notary Public, State of Ohio
                                 My Commission has no
                                   Expiration Date
                                 Section 147.03,
                                   Ohio Revised Code

<PAGE> 1
                                   
                                   
            BEFORE THE PUBLIC UTILITIES COMMISSION OF OHIO



In the Matter of the Application of        )
WEST OHIO GAS COMPANY for Authority        ) Case No. 93-l080-GA-AIS
to Issue and Sell Capital Stock with an    )
Aggregate Par Value of $3,700,000.         )
                                   
                                   
                          FINDING AND ORDER
                          _________________


       The Commission finds:

(1)    Applicant, West Ohio Gas Company, is an Ohio corporation and a
       public utility as defined in Sections 4905.02 and 4905.03
       (A)(6), Revised Code, and is subject to the jurisdiction of this
       Commission.

(2)    This Application complies with the provisions of Sections
       4905.40 and 4905.41, Revised Code.

(3)    Applicant proposes to issue and sell, from time to time, through
       June 30, 1994, to its parent company, Consolidated Natural Gas
       Company ("Consolidated"), 740,000 shares of its Capital Stock,
       at $5 par value per share, with an aggregate value of $3.7
       million (the "Stock"), pursuant to the terms and conditions as
       set forth in the Application and Exhibits.

(4)    The proceeds form the issuance of the Stock will be used to
       repay the Company's short-term debt, to finance capital
       expenditures and to provide funds for the acquisition,
       improvement and renewal of its facilities.

(5)    The principal amount of the Stock, the probable cost, and other
       terms do not appear to be unjust or unreasonable.

(6)    The effect of the issuance of the Stock on the Applicant's
       revenue requirements will be considered in the determination of
       required revenues in rate case proceedings in which all factors
       affecting rates are taken into account according to law.

(7)    Based on information contained in the Application and Exhibits
       thereto, the purposes to which the proceeds from the Stock shall
       be applied appear to be reasonably required by the Applicant to
       meet its present and prospective obligations to provide utility
       service and the Commission is satisfied that consent and
       authority should be granted.

It is, therefore,

<PAGE> 2

Case No. 93-1080-GA-AIS

     ORDERED, That West Ohio Gas Company is authorized to issue and
sell, from time to time, through June 30, 1994, to its parent company,
Consolidated Natural Gas Company, 740,000 shares of its Capital Stock,
at $5 par value per share, with an aggregate value of $3.7 million,
pursuant to the terms and conditions substantially as set forth in the
Application and Exhibits.  It is, further,

     ORDERED, That after the shares of the Stock authorized by this
Order are issued, Applicant shall report to this Commission the terms
and full particulars regarding the issuance of the Stock.  It is,
further,

     ORDERED, That the proceeds from the issuance of the Stock shall
be used for the purposes set forth in this Order and otherwise
pursuant to Section 4905.40, Revised Code.  It is, further,

     ORDERED, That nothing in this Order shall be construed to imply
any guaranty or obligation as to the Stock, or the dividend thereon,
on the part of the State of Ohio.  It is, further,

     ORDERED, That nothing in this Order shall be construed to imply
any guaranty or obligation by the Commission to assure completion of
any specific construction project of the Applicant.  It is, further,

     ORDERED, That nothing in this Order shall be deemed to be binding
upon this Commission in any future proceeding or investigation
involving the justness or reasonableness of any rate, charge, rule or
regulation.  It is, further,

     ORDER, That a copy of this Order be served upon all parties of
record.

               THE PUBLIC UTILITIES COMMISSION OF OHIO
                                   
                                   
                                   
                    _____________________________
                      Craig A. Glazer, Chairman



_____________________________         ____________________________
    J. Michael Biddison                   Jolynn Barry Butler



_____________________________         ____________________________
    Richard M. Fanelly                    David W. Johnson



<PAGE> 1
                                                             Exhibit A-4

                                   BEFORE
 
                   PENNSYLVANIA PUBLIC UTILITY COMMISSION
______________________________________________
                                             :
In Re:                                       :
                                             :
Securities Certificate of                    :          SECURITIES
THE PEOPLES NATURAL GAS COMPANY              :         CERTIFICATE
in the matter of the issuance oF             :           NO. ___
500,000 shares of Common Stock with          :             1993
a par value of $100 per share,               :
aggregate par value of $50,000,000           :
______________________________________________     


TO PENNSYLVANIA PUBLIC UTILITY COMMISSION:

     1.  The name and address of the public utility filing this

Securities Certificate is The Peoples Natural Gas Company, 625

Liberty Avenue, Pittsburgh, Pennsylvania 15222.

     2.  The name and address of The Peoples Natural Gas Company's

attorney is Susan G. George, The Peoples Natural Gas Company, 625

Liberty Avenue, Pittsburgh, Pennsylvania 15222.

     3.  The Peoples Natural Gas Company is a corporation

originally incorporated on June 26, 1885, under the Act of

Assembly approved May 29, 1885, P.L. 29, and operating since

December 4, 1978, under the Business Corporation Law, Act of

Assembly of May 5, 1933, F.L. 364, as amended.  The present

corporation results from a consolidation of said corporation with

the Columbia Natural Gas Company made effective by Letters Patent

issued by the Governor of the Commonwealth of Pennsylvania on

December 31, 1938.  The corporation has a perpetual charter, and

it is vested with authority to produce, purchase, and transport

natural gas in the territory and along the pipeline routes

described in its original certificate of incorporation and the

various consolidation agreements and amendments on file in the



<PAGE> 2

office of the Secretary of the Commonwealth and to store and

supply natural gas and render natural gas service to the public in

the counties of Allegheny, Armstrong, Beaver, Butler, Greene,

Indiana, Laurence, Mercer, Somerset, Venango, Washington, and

Westmoreland and parts of the counties of Blair, Cambria, Clarion,

Fayette, Huntingdon, and Jefferson.  It actually furnishes natural

gas service to the public in cities, towns, villages, or

communities in all of the above-named counties except Huntingdon

and Jefferson, in territory more fully described in its Tariff

Gas--Pa. PVC No. 42, pages 7-7E, to which reference is hereby

made.

     4.  The Peoples Natural Gas Company is controlled directly by

Consolidated Natural Gas Company, which now owns and holds all of

the outstanding capital stock of The Peoples Natural Gas Company.

     5.  The Peoples Natural Gas Company proposes to issue

$50,000,000 in securities described as follows:

          500,000 shares of capital stock of the par value of $100
     each with full voting powers.  The shares will be issued and
     sold to Consolidated Natural Gas Company from time to time,
     carrying the same rights and privileges in all respects
     identical with the capital stock of the Company now
     outstanding and with such rights as are inherent to the
     ownership of capital stock carrying no express qualifications
     or restrictions under the laws of Pennsylvania.



<PAGE> 3

     6.  The Peoples Natural Gas Company proposes to dispose of

the securities in the following manner:

          500,000 shares of capital stock will be issued to
     Consolidated Natural Gas Company upon receipt of the sum of
     $50,000,000 in cash.  No expenses will be incurred other than
     those incidental to the making and filing of this Securities
     Certificate and the preparation, filing, and prosecution of
     statements, applications, and declarations to your Commission
     and to the Securities and Exchange Commission.  All work for
     The Peoples Natural Gas Company will be done by officers,
     employees, and full-time retained attorneys so that no
     special fees are to be paid to anyone.  The issuance of
     500,000 shares of capital stock proposed herein is within the
     limits specified in a certificate which authorized increase
     of capital stock upon written consent of the stockholders
     filed in the office of the Secretary of the Commonwealth in
     accordance with the provisions of the Act of February 9,
     1901, F.L. 3, Section 3, as amended, 15 P.S. 683.  There will
     be no printing expense or underwriting or brokerage
     commissions.


     7.  The purpose for which The Peoples Natural Gas Company

proposes to issue these securities is:

          The first need is to provide cash to pay for additions,
     replacements, and improvements to be made to its plant in the
     periods 1993 and 1994.  The Company's plant budget for the
     year 1993 for additions, improvements, and replacements
     totaling $28,920,000 is shown in detail in Exhibit L attached
     hereto.


     The plant budget is summarized as follows:


                            1993 Plant Budget
                             (000s Omitted)

                          Normal Programs
                    _________________________    Major
       System       Additions    Replacements  Projects     Total
       ______       _________    ____________  ________    _______

     Production      $   200       $ 1,025     $     0     $ 1,225
     Storage             235           615       2,015       2,865
     Transmission        325         1,415       1,100       2,840
     Distribution        800        12,330       7,500      20,630
     General                           695         300       1,360
                     _______       _______     _______     _______
                     $ 1,925       $16,080     $10,915     $28,920


<PAGE> 4

    Construction expenditures of $16,515,000 are for replacements

and relocation of properties to be retired having an estimated

original cost value of $3,205,000.  Net dismantling costs on these

retirements are estimated to be $593,000.  Depreciation accruals

by the Company for the year 1993 are estimated at $16,982,000.

    Pending CNG approval, the forecasted 1994 budget is summarized

as follows:

                        1994 Forecasted Plant
                             (000s Omitted)

                          Normal Programs
                    _________________________    Major
   System           Additions    Replacements  Projects     Total
   ______           _________    ____________  ________    _______

Production            $  240       $ 1,025     $     0     $ 1,265
Storage                  470           450         680       1,600
Transmission             150         1,525           0       1,675
Distribution           1,245        13,566       9,470      24,281
General                  870         1,630       2,275       4,775
                     _______       _______     _______     _______
                      $2,975       $18,196     $12,425     $33,596


         The following is a tabulation of the pertinent

information in connection with the Company's capital structure at

June 30, 1993:


Gas Plant June 30, 1993                             $ 592,079,950
Gas Stored Underground -
  Noncurrent                                        $   1,799,437
                                                    _____________

     Subtotal                                       $ 593,879,387

Accumulated Provision for
  Depletion                                         $ 204,868,868

Net Utility Plant
  (Exhibit A)                                       $ 389,010,519


<PAGE> 5

Working Capital
  Operating Expense
  (45 days' expenses based
  on 12 months ended
  June 30, 1993, exclusive
  of depreciation,
  depletion, and income
  taxes but including Gas
  Purchased)                       $ 33,411,905

Materials and Supplies
  (Average of 13 months'
  balances ended June 30,
  1993)                            $  3,676,208

Stored Gas (Average of
  13 months' balances ended
  June 30, 1993, Current)          $ 10,028,828

Capital Stock Outstanding
  June 30, 1993                    $124,335,000

Long-Term Debt - June 30,
1993 - Securities
Certificates:
  See Exhibit E for detail
  of amounts outstanding
  under Securities

  Certificates                     $ 95,381,750     $ 219,716,750
                                   ____________     _____________



     8.  A joint application and declaration has been filed by

Consolidated Natural Gas Company and The Peoples Natural Gas

Company with the Securities and Exchange Commission with respect

to the securities herein proposed to be issued.  The matter has

been approved by the Securities and Exchange Commission.  The

express authorization is subject to approval from the Pennsylvania

Public Utility Commission as stated in Exhibit H, Amendment No. 2,

Section P, Utility Company Financing.



<PAGE> 6

     9.  There is appended to and made a part hereof the

following:

          A.  A balance sheet of The Peoples Natural Gas Company

     as of June 30, 1993, as Exhibit "A."

          B.  An income statement of The Peoples Natural Gas

     Company for the 12 months ended June 30, 1993, as Exhibit

     "B."

          C.  A statement of plant accounts as of June 30, 1993,

     as Exhibit "C." These accounts are supported by an original

     cost study filed October 10, 1941, in answer to the

     Commission's Order No. 55, which was audited by the

     Commission in 1947.

          D. A statement of securities of other corporations owned

     by The Peoples Natural Gas Company as of June 30, 1993, as

     Exhibit "D."

          E.  A statement of outstanding long-term notes of The

     Peoples Natural Gas Company as of June 30, 1993, as Exhibit

     "E."

          F.  A statement showing the status of outstanding

     capital stock of The Peoples Natural Gas Company as of June

     30, 1993, Exhibit "F."

          G.  The security transaction herein involved is not a

     public offering, and as applicant is informed, believes, and

     therefore avers, the Securities Act of 1933 is not

     applicable.



<PAGE> 7

          H.  A copy of the joint declaration and application

     filed by Consolidated Natural Gas Company and The Peoples

     Natural Gas Company with the Securities and Exchange

     Commission in respect to the proposed issuance of securities,

     pursuant to the Holding Company Act of 1935, is furnished in

     part.  The complete filing will be furnished, if requested.

          I.  A copy of the resolution of the Board of Directors

     of The Peoples Natural Gas Company authorizing the proposed

     issuance of securities as Exhibit "I."

          J.  A copy of the form of stock certificate herein

     proposed to be issued as Exhibit "J."

          K.  A statement showing, in journal entry form, all

     charges and credits to be made on the books of account of The

     Peoples Natural Gas Company as a result of the issuance of

     securities herein proposed as Exhibit "K."

          L.  Summary statement of 1993 Actual Plant Budget as

     Exhibit "L."

     WHEREFORE, The Peoples Natural Gas Company prays your

Honorable Commission to register this Securities Certificate

pursuant to Article VI of the Public Utility Law, as amended.

                            THE PEOPLES NATURAL GAS COMPANY



                            Treasurer

Dated this 29th day
of October, 1993

 <PAGE 1>
 
 
                    COMMONWEALTH OF PENNSYLVANIA
               PENNSYLVANIA PUBLIC UTILITY COMMISSION
             P.O. BOX 3265, HARRISBURG, PA  17150-3265
                                  
                                                      TO REPLY PLEASE
                                                      REFER TO OUR FILE
                                NOVEMBER 10, 1993
                                                      S-00930392
                                  
 SUSAN G GEORGE ESQUIRE
 THE PEOPLES NATURAL GAS COMPANY
 625 LIBERTY AVENUE
 PITTSBURGH PA  15222-3197
 
 
 
     Securities Certificate of The Peoples Natural Gas Company
 for the issuance of common stock having an aggregate par value of
                            $50 million.
                         __________________
 
 
 
 To Whom It May Concern:
 
     This is to advise you that an Opinion and Order has been
 adopted by the Commission in Public Meeting on November 10, 1993
 in the above entitled proceeding.
 
     An Opinion and Order has been enclosed for your records.
 
                                    Very truly yours,
 
 
                                    John G. Alford, Secretary
 
 
 
 smk
 Encls.
 Cert.Mail
 
 <PAGE> 2
 
                           PENNSYLVANIA
                    PUBLIC UTILITY COMMISSION
                    Harrisburg, PA  17105-3265
 
                                Public Meeting held November 10, 1993
 
 Commissioners Present:
 
      David W. Rolka, Chairman
      Joseph Rhodes, Jr. Vice-Chairman
      John M. Quain
      Lisa Crutchfield
      John Hanger
 
 Securities Certificate of The Peoples
 Natural Gas Company for the issuance of
 common stock having an aggregate par
 value of $50 million
                                                             S-930392
 
 
 
                        OPINION AND ORDER
 
 
 
 BY THE COMMISSION:
 

         On October 8, 1993, The Peoples Natural Gas Company (Peoples)

 filed for registration pursuant to Chapter 19 of the Public Utility

 Code, 66 C.S.  Subsection 1901, ET SEQ., a securities certificate for

 the issuance of common stock having an aggregate par value of $50

 million.  At Public Meeting on October 28, 1993, the Commission

 extended the statutory consideration period until November 12, 1993.

 

         Peoples proposes to issue and sell to its parent,

 Consolidated Natural Gas Company (Consolidated), 500,000 shares of

 common stock at the par value of $100 each.  The stock will be

 issued from time to time prior to December 31, 1995.  The proceeds

 will be used to pay for additions, replacements, and improvements

 
 <PAGE> 3
 

 to Peoples' plant during the years 1993 and 1994 and to repay

 short-term debt incurred for such expenditures.

 

         The Commission has examined this securities certificate and

 has determined that the proposed issuance of common stock appears to

 be necessary or proper for the present and probable future capital

 needs of the utility and that the securities certificate should be

 registered; THEREFORE,

 

         IT IS ORDERED:

 

         That the securities certificate of the Peoples Natural Gas

 Company for the issuance of commons stock having an aggregate par

 value of $50 million is hereby registered.
 
 
                                    BY THE COMMISSION
 
 
 
                                    John Alford
                                    Secretary
 
 (SEAL)
 ORDER ADOPTED: November 10, 1993
 ORDER ENTERED: NOVEMBER 10 1993
 


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