CONSOLIDATED NATURAL GAS CO
POS AMC, 1994-03-11
NATURAL GAS TRANSMISISON & DISTRIBUTION
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                                             File Number 70-7258
                                
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549
                                
                                
                                
                 Post Effective Amendment No. 4
                                
                               to
                                
                            FORM U-1
                                
                                
               APPLICATION-DECLARATION UNDER THE
           PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                                
                               By
                                
                CONSOLIDATED NATURAL GAS COMPANY
                           CNG Tower
              Pittsburgh, Pennsylvania  15222-3199
                                
               (a registered holding company and
                the parent of the other parties)


CNG COAL COMPANY                   CONSOLIDATED SYSTEM LNG COMPANY
CNG ENERGY COMPANY                 HOPE GAS, INC.
CNG IROQUOIS, INC.                 THE EAST OHIO GAS COMPANY
CNG PRODUCING COMPANY              THE PEOPLES NATURAL GAS COMPANY
CNG RESEARCH COMPANY               THE RIVER GAS COMPANY
CNG STORAGE SERVICE COMPANY        WEST OHIO GAS COMPANY
CNG TRANSMISSION CORPORAITON       CNG PIPELINE COMPANY
CONSOLIDATED NATURAL GAS           CNG GAS SERVICES CORPORATION
  SERVICE COMPANY, INC.            VIRGINIA NATURAL GAS, INC.
                                
                                
           Names and addresses of agents for service:

                S. E. WILLIAMS, Senior Vice President
                         and General Counsel
                   Consolidated Natural Gas Company
                              CNG Tower
                          625 Liberty Avenue
                 Pittsburgh, Pennsylvania 15222-3199

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                                        File Number 70-7258




               H. P. PAYNE, JR., Senior Attorney
         CONSOLIDATED NATURAL GAS SERVICE COMPANY, INC.
                        CNG COAL COMPANY
                       CNG ENERGY COMPANY
                     CNG PRODUCING COMPANY
                      CNG RESEARCH COMPANY
                  CNG STORAGE SERVICE COMPANY
                  CNG TRANSMISSION CORPORATION
                CONSOLIDATED SYSTEM LNG COMPANY
                         HOPE GAS, INC.
                   THE EAST OHIO GAS COMPANY
                THE PEOPLES NATURAL GAS COMPANY
                     THE RIVER GAS COMPANY
                     WEST OHIO GAS COMPANY
                      CNG PIPELINE COMPANY
                  CNG GAS SERVICES CORPORATION
                   VIRGINIA NATURAL GAS, INC.
                                
                           CNG Tower
                       625 Liberty Avenue
              Pittsburgh, Pennsylvania  15222-3199

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                                             File Number 70-7258
 
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                                
                 Post Effective Amendment No. 4
                               to
                            FORM U-1
 
        APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
                  HOLDING COMPANY ACT OF 1935


Item 1.  DESCRIPTION OF PROPOSED TRANSACTION

          The response under Item 1(a) is restated in its
entirety to read as follows.


     PARTIES TO THE PROCEEDING
     _________________________


          Consolidated Natural Gas Company ("Consolidated") is a

Delaware corporation and a public utility holding company

registered as such under the Public Utility Holding Company Act

of 1935 ("Act").  It is engaged solely in the business of owning

and holding all of the outstanding securities, with the exception

of certain minor long-term debt, of fifteen subsidiaries.  These

subsidiary companies are primarily engaged in natural gas

exploration, production, purchasing, gathering, transmission,

storage, distribution, by-product operation, research and other

activities related to the natural gas business.

          Consolidated, CNG Tower, Pittsburgh, Pennsylvania

15222-3199 is the parent company of CNG Energy Company,

Consolidated System LNG Company, CNG Research Company and

Consolidated Natural Gas Service Company, Inc. ("Service

Company"), also located at CNG Tower, Pittsburgh, Pennsylvania

15222-3199; CNG Coal Company, CNG Producing Company, and its


<PAGE> 4


subsidiary CNG Pipeline Company, CNG Tower, 1450 Poydras Street,

New Orleans, Louisiana 70112-6000; CNG Transmission Corporation

("Transmission") and its wholly owned subsidiary, CNG Iroquois,

Inc. ("CNGI") and CNG Storage Service Company, 445 West Main

Street, Clarksburg, West Virginia 26301; CNG Gas Services

Corporation, One Park Ridge Center, P. O. Box 15746, Pittsburgh,

PA  15244-0746; and Consolidated's wholly-owned public utility

subsidiaries companies, The Peoples Natural Gas Company, CNG

Tower, Pittsburgh, Pennsylvania 15222-3197; The East Ohio Gas

Company, 1717 East Ninth Street, Cleveland, Ohio 44114; The River

Gas Company, 324 Fourth Street, Marietta, Ohio 45740; Virginia

Natural Gas, Inc., 5100 East Virginia Beach Boulevard, Norfolk,

Virginia 23502-3488; Hope Gas, Inc., P.O. Box 2868 Clarksburg,

West Virginia 26302-2868; and West Ohio Gas Company, 319 West

Market Street, Lima, Ohio 45802, (collectively referred to as

"Applicants").


PREVIOUS MONEY POOL ORDERS
__________________________


     By Securities and Exchange Commission ("Commission") orders

dated June 12 and July 16, 1986, HCAR No. 24128 and 24150,

respectively, (collectively referred to as "Original Orders")

under this file number, Consolidated and all except four of its

above-mentioned subsidiaries were authorized to establish the

Consolidated System Money Pool ("Money Pool").  By Order dated

May 27, 1987, HCAR No. 24399 under this file number, CNG Pipeline

Company and CNG Gas Services Corporation (formerly, CNG Trading

Company) were authorized to become participants in the


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Money Pool.  By Order dated February 14, 1990, HCAR No. 25040,

under File No. 70-7667, Virginia Natural Gas, Inc. was authorized

to become a participant in the Money Pool.  By Order dated May

13, 1991, HCAR No. 25311, under File No. 70-7729, CNG Storage

Service Company was authorized to become a participant in the

Money Pool.

     The Original Orders established that funds from the money

pool be administrated by Service Company and loaned on a

short-term basis to each participant company which have a need

for short-term funds, other than Consolidated.  Consolidated is a

participant not a borrower.  After satisfaction of borrowing

needs of the participant companies and after any possible

prepayment of outstanding indebtedness, Service Company, as agent

for the pool, invests excess funds and allocates the earnings

among those participant companies providing such excess funds.

Contributions to and borrowings from the pool is documented on

the books of each participant company.  Loans are payable on

demand, may be prepaid without premium or penalty, and bear

interest, payable monthly, at a rate equal to the effective

short-term borrowing costs to Consolidated.  In the event no such

loans are outstanding, the federal funds effective rate as quoted

daily by the Federal Reserve Bank of New York applies.  These

rates are adjusted monthly to reflect the opportunity cost of

investments to the extent borrowings are obtained from

contributions that otherwise would be invested as surplus by the

lending participant company.  In addition, any participant may

withdraw funds contributed to the money pool at any time.


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CNGI APPLICATION TO JOIN MONEY POOL
___________________________________


     CNGI now joins in this filing as an applicant for the

purpose of becoming a full participant in the Money Pool.  By

orders dated January 9, 1991, February 28, 1991 and May 7, 1991,

HCAR Nos. 25239, 25263, and 25308, respectively, relating to File

No. 70-7641 (collectively, referred to as "1991 Orders"), the

Commission authorized Transmission to provide, through June 30,

1993, up to $35,000,000 of financing to CNGI through the purchase

of common stock of CNGI and/or the making of open account

advances to CNGI.  By order dated July 6, 1993 (HCAR No.

 25845), the Commission extended the above-mentioned

authorization through June 30, 1996, except that the aggregate

amount of financing was reduced to $20 million ("1993 Order").

The open account advances under the 1993 Orders are to be under a

letter agreement between CNGI and Transmission and are to be

payable on demand at any time without premium or penalty and will

bear interest, payable monthly, equal to the effective cost of

short-term borrowings to Consolidated.  If no such borrowings are

outstanding, the interest is to be predicated on the Federal

Funds' effective rate of interest as quoted daily by the Federal

Reserve Bank of New York.  The purpose of the financing is to

provide funds to CNGI for use relating to its 9.4% general

partnership interest in Iroquois Gas Transmission System, L.P.,

which was formed to construct and own an interstate natural gas

pipeline extending from Canadian border to Long Island, New York.


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     CNGI's participation in the Money Pool would allow its

available cash and/or short-term borrowing requirements to be

matched on a daily basis with those of other participants in the

pool, thereby minimizing the need for short-term borrowing from

Transmission.  If CNGI's participation in the pool is authorized,

funds will be loaned from the Money Pool in the form of open

account advances under the same terms and limitations as

described in the Original Orders except that the interest rate on

such borrowings will be the same effective rate of interest as

Consolidated's weighted average effective rate of commercial

paper and/or revolving credit borrowings.  Specifically, the

authorization period for participation in the Money Pool would be

through June 30, 1996.  Since CNGI would continue to be permitted

under the 1993 Order to borrow an aggregate outstanding amount of

$20 million from all sources of financing described therein, any

borrowings from the Money Pool would be limited to $20 million

less the amount of financing obtained pursuant to the 1993 Order

from sources other than open account advances and previous open

account advances outstanding at the date of the Order issued in

this proceeding.  In anticipation of future Partnership

distributions to CNGI, CNGI also proposes to contribute such

distributions in the form of available cash to the Money Pool.

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     CHANGE IN INTER-AFFILIATE MONEY POOL INTEREST RATE
     __________________________________________________


          Where loans are made by CNGI to a subsidiary(ies)

through the Money Pool, the rate paid by the borrowing

subsidiary(ies) are equivalent to the rate earned by CNGI.  It is

requested by the Applicants that the interest rate on borrowings

by participants in the Money Pool be changed from a rate equal to

the effective short-term borrowing costs of Consolidated, as

stated in the Original Orders dated June 12, 1986, to the same

effective rate of interest as Consolidated's weighted average

effective rate of commercial paper and/or revolving credit

borrowings, as stated as the interest to be paid to Consolidated

with respect to its contributions to the Money Pool in Commission

Order dated June 30, 1993, Release No. 35-25841, File No.

70-8195, authorizing the Consolidated System financing for the

period July 1, 1993 through June 30, 1994.  This change in the

intra-affiliate interest rate would thus conform such rate to the

interest rate paid by the Money Pool participants to Consolidated

with respect to its contributions to the Money Pool.

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                           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   L. D. Johnson
                                    Executive Vice President
                                    and Chief Financial Officer

                              CNG COAL COMPANY
                              CNG ENERGY COMPANY
                              CNG IROQUOIS, INC.
                              CNG PRODUCING COMPANY
                              CNG RESEARCH COMPANY
                              CNG STORAGE SERVICE COMPANY
                              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
                              THE EAST OHIO GAS COMPANY
                              CNG PIPELINE COMPAMNY
                              CNG GAS SERVICES CORPORATION
                              VIRGINIA NATURAL GAS, INC.


                              By   H. P. Payne, Jr.
                                     Their Attorney

Dated:  March 11, 1994



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