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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. 70-6306 : ____________
:
(Public Utility Holding Company Act of 1935) : TRANSACTIONS
____________________________________________ : DURING PERIOD
January 1, 1996
through
March 31, 1996
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Order dated June 7, 1979 (HCAR No. 21089), as amended by Supplemental
Orders dated February 12, 1982, July 9, 1982, November 14, 1983, November 26,
1984, March 20, 1986, November 9, 1989, and November 30, 1994 (HCAR Nos. 22388,
22571, 23114, 23497, 24053, 24982 and 26174, respectively) in the above
captioned proceedings, the Securities and Exchange Commission ("Commission")
permitted the Declaration of Consolidated Natural Gas Company ("Consolidated")
to become and remain effective, thereby authorizing Consolidated to issue and
sell up to 3,255,404 shares (adjusted for two stock splits) of its authorized
but unissued Common Stock, $2.75 par value, to Society Bank (successor to
AmeriTrust Company National Association) ("Agent"), the agent for
Consolidated's common stockholders participating in its Dividend Reinvestment
Plan ("DRP"), and issue up to 744,596 shares (adjusted for two stock splits) to
the Trustees of its Employee Stock Ownership Plan (ESOP).
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This Certificate is filed pursuant to Rule 24 as a notification that all
shares allocated to the DRP under this proceeding have been issued.
During the period there were no shares issued to the ESOP Trustees. Thus
as of the date hereof, 133,251 shares allocated to the ESOP 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 30th day
of April, 1996
