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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
:
In the Matter of : CERTIFICATE
: of
CONSOLIDATED NATURAL GAS COMPANY : NOTIFICATION
Pittsburgh, Pennsylvania : NO. 12
: ____________
File No. 70-7838 :
: TRANSACTIONS
(Public Utility Holding Company Act of 1935) DURING PERIOD
____________________________________________
January 1, 1994
through
March 31, 1994
TO THE SECURITIES AND EXCHANGE COMMISSION:
By order dated April 10, 1991 (HCAR No. 25294) ("Order") in the
above-captioned proceedings, the Securities and Exchange Commission
permitted the Application-Declaration of Consolidated Natural Gas
Company ("Consolidated") to become effective, thereby authorizing
Consolidated to issue up to 8.5 million shares of its Common Stock
(which shares may be authorized but unissued shares, treasury shares,
or a combination thereof) pursuant to awards granted under its 1991
Stock Incentive Plan ("Plan"). No award may be granted after December
31, 2000 and no stock will be issued after December 31, 2010.
This Certificate is filed pursuant to 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.
During this period, 3,440 shares were issued as Achievement Stock
Awards and 3,466 shares were issued as restricted stock awards
pursuant to the Plan and the authorization in the Order. During the
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period no Restricted Stock Awards were cancelled. During the third
quarter of 1993, options on 2,415 shares of Consolidated's common
stock $2.75 par value, were exercised. To date, 191,515 shares have
been issued in the following manner:
Achievement Stock Awards 9,615
Restricted Stock Awards 132,754
Non-Qualified Stock Options 49,146
Acquisitions by Consolidated of its Common Stock through the
exchange and tax withholding provisions of the Plan (and held as
Treasury Stock) are reported under File No. 70-7948.
The "past-tense" opinion required by paragraph F(2) of the
instructions as to exhibits for Form U-1 will be filed when all
transactions authorized pursuant to said Order have been consummated.
CONSOLIDATED NATURAL GAS COMPANY
By H. P. Payne, Jr.
Its Attorney
Dated this 29th day
of April, 1994
