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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. 37
: ____________
File No. 70-7095 :
:
(Public Utility Holding Company Act of 1935) TRANSACTIONS
____________________________________________ DURING PERIOD
October 1, 1994
through
December 31, 1994
TO THE SECURITIES AND EXCHANGE COMMISSION:
On March 19, 1982, the Commission issued an Order (HCAR No. 22424)
authorizing Consolidated Natural Gas Company ("Consolidated") to
adopt, subject to stockholder approval, a Long-Term Incentive Plan
("Plan") and to issue 1,170,000 shares of its common stock, $4 par
value, under the Plan. The Plan was approved by the stockholders.
Thereafter, the stockholders approved a revision of the Plan at
their 1985 annual meeting. By Order dated June 21, 1985 (HCAR No.
23738), the Commission authorized Consolidated to sell or award a
total of 2,000,000 shares (including the 1,170,000 previously
authorized) under the Plan. On May 20, 1986, Consolidated's stock was
split on a 2-for-1 basis. By Order dated April 7, 1986, the Commission
authorized Consolidated to sell or issue 4,000,000 shares, $2.75 par
value, under the Plan (or double the amount authorized by the June 21,
1985 Order).
This Certificate is filed pursuant to Rule 24 as a notification
that the transactions described in the Declaration in the above
entitled proceedings have been carried out in accordance with the
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terms and conditions of and for the purposes represented by the
Declaration, as amended, and the Orders of the Commission issued under
this proceeding,
During the fourth quarter of 1994, options on 830 shares of
Consolidated's common stock, $2.75 par value, were exercised. During
the period no Restricted Stock Awards were cancelled and no shares
were issued as Restricted Stock Awards. The Plan by its terms expired
on November 9, 1991. In view of the adoption by Consolidated of its
1991 Stock Incentive Plan, which became effective upon shareholder
approval on May 21, 1991, it is not expected that any further options
or Restricted Stock Awards will be granted under the Plan. Options
earlier granted under the Plan will, however, continue to be
exercisable for shares of Consolidated common stock.
Of the 4,000,000 shares authorized by the Commission's Orders,
1,868,604 shares were exercised as of December 31, 1994.
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 J. M. Hostetler
Its Attorney
Dated this 31st day
of January, 1995
