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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. 7
File No. 70-8371 : ____________
:
(Public Utility Holding Company Act of 1935) : TRANSACTIONS
____________________________________________ : DURING PERIOD
October 1, 1995
through
December 31, 1995
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Order dated April 18, 1994 (HCAR No. 26030) in the above captioned
proceedings, the Securities and Exchange Commission ("Commission") permitted
the Declaration of Consolidated Natural Gas Company ("Consolidated") to become
effective, thereby authorizing Consolidated to adopt a Non-Employee Director's
Restricted Stock Plan, in order to provide such directors an incentive to
continue to serve CNG.
The aggregate number of shares which may be granted as Restricted Stock
under the Plan is 15,000 shares of CNG Common Stock, $2.75 par value per share,
subject to adjustment in order to prevent dilution or enlargement of the
participants' rights under the Plan in the event of a stock split, reverse
stock split, reorganization or similar event. Such shares may be authorized
but unissued shares or treasury shares of CNG. Any Restricted Stock granted
under the Plan which is forfeited pursuant to the terms of the Plan is not
available for further grants under the Plan.
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This Certificate is filed pursuant to Rule 24 as a notification that during
the period no shares were granted as restricted stock. Thus as of the date
hereof, 13,400 shares allocated to the Plan 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, 1996
