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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. 20
: ____________
File No. 70-7838 :
: TRANSACTIONS
(Public Utility Holding Company Act of 1935) DURING PERIOD
____________________________________________
January 1, 1996
through
March 31, 1996
TO THE SECURITIES AND EXCHANGE COMMISSION:
By order dated April 10, 1991 (HCAR No. 25294) ("Order") in the
above-captioned proceedings, the Securities and Exchange Commission permitted
the Application-Declaration of Consolidated Natural Gas Company
("Consolidated") to become effective, thereby authorizing Consolidated to issue
up to 8.5 million shares of its Common Stock (which shares may be authorized
but unissued shares, treasury shares, or a combination thereof) pursuant to
awards granted under its 1991 Stock Incentive Plan ("Plan"). No award may be
granted after December 31, 2000 and no stock will be issued after December 31,
2010.
This Certificate is filed pursuant to Rule 24 as a notification that of the
various transactions authorized by the Order, the following have been carried
out in accordance with the terms and conditions of and for the purposes
represented by the Application-Declaration and the Order.
During this period, 675 shares were issued as Achievement Stock Awards and
410,000 shares were issued as restricted stock awards pursuant to the Plan and
the authorization in the Order. During the period no Restricted Stock Awards
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were cancelled. During the first quarter of 1996, options on 33,339 shares of
Consolidated's common stock $2.75 par value, were exercised. To date, 881,758
shares have been issued in the following manner:
Achievement Stock Awards 16,240
Restricted Stock Awards 579,003
Non-Qualified Stock Options 286,515
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 30th day
of April, 1996
