CONSOLIDATED NATURAL GAS CO
U-1/A, 1995-03-06
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE> 1
File Number 70-8285


SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

Amendment No. 5
to

FORM U-1


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

By

CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania  15222-3199

(a registered holding company and
the parent of the other party)

CNG POWER COMPANY
CNG Tower
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 Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199

N. F. CHANDLER, General Attorney
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199


<PAGE> 2
File Number 70-8285

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Amendment No. 5
to
FORM U-1

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

	Consolidated Natural Gas Company and CNG Power Company hereby 
amend their Form U-1 under the above indicated file number as follows.

Item 1.  Description of Proposed Transactions
____________________________________
	The second paragraph under "A.  PROPOSED PRELIMINARY 
ACTIVITIES" is restated to read as follows.

			"CNG Power may also provide engineering, consulting, 
permitting, management and other project development, 
operating and maintenance services to affiliated companies at 
cost and to non-affiliated parties at the higher of cost or 
market based rates.  Revenues from non-affiliated parties 
shall not exceed revenues for such services from affiliated 
parties."


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SIGNATURES
__________

	Pursuant to the requirements of the Public Utility Holding 
Company Act of 1935, the undersigned Company has duly caused this 
amendment to be signed on its behalf by the undersigned thereunto duly 
authorized.

CONSOLIDATED NATURAL GAS COMPANY
CNG POWER COMPANY


By  N. F. Chandler
Their Attorney

Dated:  March 6, 1995




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