CONSOLIDATED NATURAL GAS CO
U-1/A, 1995-08-25
NATURAL GAS TRANSMISISON & DISTRIBUTION
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File Number 70-8599

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549


AMENDMENT NO. 3
TO
FORM U-1


APPLICATION-DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


By


CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania  15222-3199
(registered holding company and
parent of the other party)

CONSOLIDATED SYSTEM LNG COMPANY
625 Liberty Avenue
Pittsburgh, Pennsylvania  15222-3199



Names and addresses of agents for service:


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


J. M. Hostetler, Attorney
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199


<PAGE> 2

									File Number 70-8599

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

AMENDMENT NO. 3 TO
DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935

		Consolidated Natural Gas Company et al. hereby amend 
their Declaration under the above file number as follows:


Item 1.	Description of Proposed Transaction
		___________________________________

		Please insert the following paragraphs on page 9, 
before "Item 2.  Fees, Commission, and Expenses."
		Rule 53 Satisfied
		_________________
			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 electric wholesale 
generator ("EWG") or a foreign utility company 
("FUCO"), or other transactions by such registered 
holding company or its subsidiaries other than with 
respect to EWGs or FUCOs, the Commission shall not 
consider the effect of the capitalization or earnings 
of any subsidiary which is an EWG or a FUCO upon the 
registered holding company system if Rule 53(a), (b) 
and (c) are satisfied.


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			Currently, Consolidated owns indirectly a 1% 
general partnership and a 34% limited partnership 
interest in Lakewood Cogeneration, L.P. ("Lakewood"), 
an EWG.  The 1% general partnership interest in 
Lakewood is owned by CNG Power Services Corporation, an 
EWG and a wholly-owned subsidiary of Consolidated.  
Consolidated does not own any interests in a FUCO.  
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 December 31, 1994 was $734,740,000; 
Consolidated's aggregate investment (as defined in Rule 
53(a)(1)(i)) in Lakewood on such date and in both its 
EWGs as of the date of filing of this Application-
Declaration 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 its EWGs 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 services, directly or 
indirectly hold an interest, thereby satisfying Rule 
53(a)(2).  Employees of Consolidated's domestic public-
utility companies do not render services, directly or


<PAGE> 4
		indirectly, to the EWGs 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 companies have duly 
caused this statement to be signed on their respective behalf by 
the undersigned thereunto duly authorized.

						CONSOLIDATED NATURAL GAS COMPANY

						CONSOLIDATED SYSTEM LNG COMPANY



						By J. M. Hostetler
						     Their Attorney
Dated:	August 25, 1995




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