<PAGE> 1
 
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
 
 ____________________________________________
                                             :
         In the Matter of                    :         CERTIFICATE
                                             :             of
 CONSOLIDATED NATURAL GAS COMPANY            :         NOTIFICATION
     Pittsburgh, Pennsylvania                :
                                             :            NO. 33
         File No. 70-6306                    :         ____________
                                             :
 (Public Utility Holding Company Act of 1935):         TRANSACTIONS
 ____________________________________________:         DURING PERIOD
                                                             
                                                    October 1, 1994
                                                         through
                                                   December 31, 1994
 
 
 TO THE SECURITIES AND EXCHANGE COMMISSION:
 

    By Order dated June 7, 1979 (HCAR No. 21089), as amended by

Supplemental Orders dated February 12, 1982, July 9, 1982, November

14, 1983, November 26, 1984, March 20, 1986, November 9, 1989, and

November 30, 1994 (HCAR Nos. 22388, 22571, 23114, 23497, 24053, 24982

and 26174, respectively) in the above captioned proceedings, the

Securities and Exchange Commission ("Commission") permitted the

Declaration of Consolidated Natural Gas Company ("Consolidated") to

become and remain effective, thereby authorizing Consolidated to issue

and sell up to 3,255,404 shares (adjusted for two stock splits) of its

authorized but unissued Common Stock, $2.75 par value, to Society Bank

(successor to AmeriTrust Company National Association) ("Agent"), the

agent for Consolidated's common stockholders participating in its

Dividend Reinvestment Plan ("DRP"), and issue up to 744,596 shares

(adjusted for two stock splits) to the Trustees of its Employee Stock

Ownership Plan (ESOP).

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    This Certificate is filed pursuant to Rule 24 as a notification

that all shares allocated to the DRP under this proceeding have been

issued.

    During the period there were no shares issued to the ESOP

Trustees.  Thus as of the date hereof, 133,251 shares allocated to the

ESOP 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  J. M. Hostetler
                             Its Attorney


Dated this 31st day
of January, 1995



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