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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. 38
: ____________
File No. 70-7095 :
:
(Public Utility Holding Company Act of 1935) : TRANSACTIONS
____________________________________________ DURING PERIOD
January 1, 1995
through
March 31, 1995
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 terms and conditions of and for
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the purposes represented by the Declaration, as amended, and the Orders of the
Commission issued under this proceeding,
During the first quarter of 1995, no options on 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 March 31, 1995.
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 28th day
of April, 1995
