<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________________
CONSOLIDATED NATURAL GAS COMPANY :
Pittsburgh, Pennsylvania :
:
CNG COAL COMPANY :
CNG PRODUCING COMPANY :
CNG PIPELINE COMPANY :
CNG RESEARCH COMPANY :
CNG STORAGE SERVICE COMPANY : MASTER
CNG ENERGY SERVICES CORPORATION : CERTIFICATE
CNG POWER COMPANY : OF
CNG TRANSMISSION CORPORATION : NOTIFICATION
CNG PRODUCTS AND SERVICES, INC. : NO. 8
CNG MARKET CENTER SERVICES, INC. :
CNG FINANCIAL SERVICES, INC. : TRANSACTIONS
CONSOLIDATED NATURAL GAS SERVICE : DURING PERIOD
COMPANY, INC. : _____________
CONSOLIDATED SYSTEM LNG COMPANY :
HOPE GAS, INC. : January 1, 1998
THE EAST OHIO GAS COMPANY : through
THE PEOPLES NATURAL GAS COMPANY : March 31, 1998
VIRGINIA NATURAL GAS INC. :
:
File No. 70-8667 (Part A) :
Also Reported at Part B :
File Nos. 70-7258, 70-7508, 70-7641, :
70-8577, 70-8631, 70-8853 :
and 70-8883 :
:
(Public Utility Holding Company Act of 1935) :
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
This Master Certificate contains the Rule 24 certificates required to
be filed on a periodic basis for File No. 70-8667 and various other files
in order to eliminate the burden of making numerous separate individual
filings. This Certificate is filed in accordance with Rule 24 under the
Public Utility Holding Company Act of 1935 (the "Act"), as a notification
that of the various transactions authorized under the orders issued in the
proceedings identified in the above caption, the following have been
carried out in accordance with the terms and conditions of and for the
purposes represented by the respective Application-Declarations and the
<PAGE> 2
orders. The Master Certificate thus acts as a compilation of the various
other certificates and incorporates all Rule 24 reporting from the other
captioned proceedings.
By Order dated March 28, 1996, HCAR No. 26500, ("Financing Order")
under File No. 70-8667, the Securities and Exchange Commission ("SEC")
permitted the "Omnibus Financing" Application-Declaration of Consolidated
Natural Gas Company ("Consolidated" or "CNG") and its above-mentioned
subsidiaries ("Subsidiaries") to become effective, thereby authorizing
Consolidated and its Subsidiaries to engage in various financing and
related transactions through March 31, 2001. Part A contains reporting on
external and intrasystem financing of the Consolidated system as required
by the Financing Order.
Part B contains reporting required by other SEC orders in the captioned
proceedings. The information is subdivided by SEC file number. Rule 52
transactions (Form U-6B-2) and any order-specific financial information
(i.e., income statements, balance sheets) are attached as exhibits to Part
A and Part B respectively, as appropriate.
PART A
EXTERNAL FINANCING BY CONSOLIDATED:
File No. 8667:
1. Sale of CNG Common Stock.
On January 23, 1998, Consolidated called for redemption the entire
$246.2 million principal amount outstanding of its 7-1/4% Convertible
<PAGE> 3
Subordinated Debentures Due December 15, 2015 ("Debentures"). The
Debentures were convertible into shares of Consolidated common stock at an
initial conversion price of $54 per share. The redemption price was
102.18% of the principal amount plus accrued interest payable on February
23, 1998. In anticipation of the call of the Debentures, on January 15,
1998, Consolidated purchased 4,558,500 shares of its common stock
("Acquired Shares") from Goldman, Sachs & Co. ("Goldman Sachs") pursuant to
a stock repurchase agreement to satisfy the conversion obligation to
holders of the Debentures who chose to convert. The right to convert
expired on February 13, 1998, and 1,638,185 of the Acquired Shares were
issued on conversion. The Debentures were redeemed by Consolidated on
February 23, 1998.
The 2,920,315 shares of the Acquired Shares which were not issued on
conversion of the Debentures were sold, at $55.375 per share, to Goldman
Sachs for resale to the public. The 1,638,185 shares of common stock
issued on conversion were authorized to be issued by order of the SEC dated
December 13, 1990, HCAR No. 25211, File No. 70-7811. The sale of the
2,920,315 shares of common stock to Goldman Sachs are calculated against
the aggregate amount authorized in this proceeding under File No. 70-8667.
The resales by Goldman Sachs are covered by Consolidated's shelf
Registration Statement No. 333-25347 under the Securities Act of 1933.
<PAGE> 4
Consolidated issued and sold the following shares of common stock
during the quarter:
Shares Amount
________ ____________
Employee benefit plans 87,869 $ 3,808,598
Dividend reinvestment plan 0 0
_______ ___________
Total 87,869 $ 3,808,598
======= ===========
2. Short Term Debt.
During the period, Consolidated issued and sold commercial paper. The
maximum amount of Consolidated's commercial paper outstanding at any time
during this period was $589,400,000 principal amount. There was
$493,200,000 principal amount of commercial paper outstanding on March 31,
1998.
There were no borrowings or repayments of borrowings under commercial
paper backup lines of credit during the reporting period.
3. Long Term Debt.
Consolidated did not issue and sell any long term debt during this
quarter.
INTRASYSTEM FINANCING
4. Financing by Parent of Its Subsidiaries
The transactions described below between Consolidated and its
Subsidiaries occurred under exemptions pursuant to Rule 52 and are not par
<PAGE> 5
of the authorizations under this file number. The proceeds of such
transactions are used by the Subsidiaries in their respective businesses.
The Certificates of Notification as required by Rule 52 on Form U-6B-2 are
filed as exhibits to the quarterly certificates filed in this proceeding.
a. Sales of Capital Stock to Consolidated by Subsidiaries.
No transactions occurred during the reporting period.
b. Long-term debt transactions occurring during the period.
No transactions occurred during the reporting period.
c. Guarantees
Effective January 1, 1998, CNG obtained a letter of credit from Mellon
Bank in the amount of $332,000 in favor of the Mutual Business Program of
Energy Insurance Bermuda. The letter of credit was in connection with CNG
using a captive insurance company to obtain coverage for retentions and
deductibles under certain system policies.
The following guarantees were made by CNG on behalf of CNG Energy
Services corporation during the reporting period: (i) a $10,000,000 limit
guarantee with Koch Energy Trading and (ii) a $15,000,000 limit guarantee
as to swaps with Enron ISDA.
5. Subsidiary Long-term Debt Transactions.
There were no long-term debt transactions of Subsidiaries to be
reported for the quarter.
<PAGE> 6
6. Subsidiary Stock Buy Back Transactions.
There were no Subsidiary stock buy back transactions to be reported for
the quarter.
PART B
RULE 24 CERTIFICATES REQUIRED BY OTHER SEC ORDERS
File No. 70-7258:
By orders dated June 12 and July 16, 1986 (HCAR Nos. 24128 and 24150),
as amended by orders dated May 27, 1987 (HCAR No. 24399), February 14, 1990
(HCAR No. 25040), May 13,1991 (HCAR No. 25311), April 8, 1994 (HCAR No.
26021), and July 18, 1997 (HCAR No. 26742), the SEC permitted the
application-declaration of Consolidated and subsidiaries to become
effective, thereby authorizing the establishment of a Consolidated System
Money Pool ("Money Pool").
This Certificate is filed in accordance with Rule 24, as a notification
that of the various transactions authorized by said orders, the following
have been carried out in accordance with the terms and conditions of and
for the purposes represented by said application-declaration and said
orders:
<PAGE> 7
During the period, the following transactions occurred:
Consolidated Natural Gas Company (In Thousands)
Beginning Ending
Balance Contributions Withdrawals Balance
_______________ _______________ _______________ _______________
$481,684 $849,099 $924,975 $405,808
Subsidiaries (In Thousands)
Beginning Ending
Company Balance Contributions Withdrawals Balance
_________ _________ _____________ ___________ _________
The East Ohio Gas Co. $ ($238,398) $252,460 $167,475 ($153,413)
The Peoples Natural
Gas Company (40,735) 62,430 45,600 (23,905)
Hope Gas, Inc. (12,740) 30,260 21,955 (4,435)
Virginia Natural Gas, Inc. (52,670) 53,210 22,540 (22,000)
CNG Transmission Corp. 6,630 133,775 92,315 48,090
Consolidated System
LNG Company 12,240 4,100 0 16,340
CNG Iroquois 6,070 45 1,475 4,640
CNG Producing Company 34,970 93,520 109,990 18,500
CNG Coal Company 3,185 40 0 3,225
CNG Pipeline Co. 1,185 220 170 1,235
CNG Energy Services (127,600) 279,888 185,693 (33,405)
CNG Storage Services Co. 2,960 1,490 520 3,930
CNG Power Co. 15,250 5,550 1,730 19,070
CNG Power - Cogen. 70 0 0 70
CNG Power - Cogen. Dev. (1,200) 0 0 (1,200)
Lakewood 6680 330 30 0 360
Lakewood 7909 9,605 0 0 9,605
CNG Research Company 265 0 5 260
Consolidated Natural Gas
Service Company, Inc. (1,420) 41,380 45,330 (5,370)
CNG Power Services Corp. 5,200 65,310 69,910 600
CNG Retail Corp. 10,370 24,580 48,660 (13,710)
CNG Market Center Services 200 10 10 200
CNG Products & Services (7,845) 1,305 1,625 (8,165)
CNG International Corp. (82,243) 123,695 191,672 (150,220)
CNG Main Pass Gas 0 0 19,951 (19,951)
CNG Main Pass Oil 0 0 13,284 (13,284)
<PAGE> 8
File No. 70-7508:
By order dated February 23, 1995 (HCAR No. 26234) in the above
captioned proceeding, the SEC permitted the application-declaration of
Consolidated and CNG Financial Services, Inc. ("CNGF") to become effective.
The authorization allows CNGF to finance the purchase by others of certain
types of gas equipment as follows: (1) standard gas appliances; (2) new
technology equipment such as heat pumps, air conditioning and turbines
fueled by natural gas; and (3) alternate fuel equipment which allows the
use of natural gas instead of coal or some other fuel. Also in such order,
Consolidated was authorized to provide CNGF with up to an aggregate of $25
million in funds, on a revolving basis, through December 31, 1998, to
enable CNGF to make gas equipment financing loans to customers.
Consolidated can fund CNGF by (1) purchasing CNGF common stock, $10,000 par
value, (2) providing open account advances to CNGF, or (3) providing long
term loans to CNGF.
CNGF is an inactive corporation and has engaged in no business
transactions to date.
File No. 70-7641:
By orders dated January 9, 1991, February 28, 1991, May 7, 1991, July
6, 1993 and September 12, 1996 (HCAR Nos. 25239, 25263, 25308, 25845 and
26571, respectively) ("Orders"), in the above-captioned proceeding, the SEC
permitted the application-declaration of CNG Transmission Corporation
<PAGE> 9
("Transmission") and CNG Iroquois, Inc. ("CNGI"), as amended, to become
effective, thereby authorizing Transmission to provide financing to CNGI
through the purchase of common stock of CNGI and/or the making of open
account advances to CNGI. Transmission and CNGI were also authorized by
the Orders to provide guaranties and indemnities on behalf of CNGI and
Iroquois Gas Transmission System, L. P. ("Iroquois"), respectively. The
current authorization for up to an aggregate of $20 million in financing
extends to June 30, 2001. The purpose of the financing is to provide funds
to CNGI for use relating to its 16% general partnership interest in
Iroquois, which owns and operates an interstate natural gas pipeline
extending from the Canadian border to Long Island, New York.
This certificate is filed in accordance with Rule 24 as notification
that the following transactions authorized by the Orders have been carried
out during the reporting quarter in accordance with the terms and
conditions of, and for the purposes represented by, the
application-declaration and the Orders.
(1) Transmission purchased no shares of common stock during the
quarter. As of March 31, 1998, CNGI had 2,394 shares of common
stock outstanding.
(2) No open account advances were made by Transmission to CNGI during
the quarter, and no such open account advances were outstanding as
of March 31, 1998.
<PAGE> 10
(3) CNGI's total investment in Iroquois was $34,738,628 as of March 31,
1998.
(4) No distribution was received from Iroquois during this quarter
(which would represent CNGI's share from the partnership
distribution).
File No. 70-8577:
By Order dated August 28, 1995 ("Order"), HCAR No. 26363, in the above-
captioned proceeding, the Securities and Exchange Commission authorized
Consolidated and CNG Energy Services Corporation ("Energy Services") to
engage in the business of providing ten categories of energy-related
services ("Customer Services") to customers of CNG's local distribution
companies and to others, primarily customers of utilities not affiliated
with CNG.
Energy Services formed a new special-purpose subsidiary, CNG Products
and Services, Inc. ("CNGP&S"), in 1995 to engage in the new business. The
newly formed company was originally called "CNG Special Products and
Services, Inc.", but the name was changed to CNG Products and Services,
Inc. effective November 20, 1995.
By order dated August 27, 1997, HCAR No. 26757, the SEC authorized
CNGP&S to provide five additional categories of services, an enhanced
version of an already authorized category of service, and certain
incidental products and services related to the approved categories.
This quarterly certificate is filed in accordance with Rule 24, as a
notification that of the various transactions authorized, the following
have been carried out in accordance with the terms and conditions of the
Order.
<PAGE> 11
Filed herewith as Exhibit 8577A are financial statements of CNGP&S.
1. Description of Revenues.
Revenues from CNGP&S for the three months through March 31, 1998 are
$1,286,287. The principal Customers Services being offered at this time
are the Service Line Maintenance Program and Appliance Repair Plus Program.
2. State Commission Orders.
There are no state commission orders or post-transaction audit
documents relating to CNGP&S to be filed.
3. Services Provided by Affiliates to CNGP&S.
See the income statement in Exhibit 8577A.
<PAGE> 12 Exhibit 8577A
CNG Products and Services, Inc.
Balance Sheet
As of March 31, 1998
Assets
______
Property, plant and equipment $ 14,802
Accumulated depreciation and amortization (693)
Net property, plant and equipment 14,109
Investment in Subsidiary Company, at equity 1,859,405
Current assets
Cash and temporary cash investments 113,094
Accounts receivable 1,314,392
Accounts receivable - Affiliates 14,935,500
__________
Total current assets 16,362,986
Other Investments 250,000
Deferred income taxes 243,000
__________
Total assets $18,729,500
==========
Stockholders' Equity and Liabilities
____________________________________
Common stockholders' equity
Common stock $ 3,990,000
Retained Earnings (1,248,072)
___________
Total common stockholders' equity 2,741,928
Current liabilities
Accounts payable $ 136,277
Accounts payable - Affiliates 15,565,028
Accrued Taxes (584,500)
Other current liabilities 599,284
__________
Total current liabilities 15,716,089
__________
Deferred credits
271,483
__________
Total stockholders' equity and liabilities $18,729,500
===========
<PAGE> 13 Exhibit 8577A
Continued
CNG Products and Services, Inc.
Income Statement
Three Months to
March 31, 1998
Three Months
to March 31
____________
Operating Income:
Service line protection $1,234,545
Appliance warranty 32,379
Carbon monoxide detectors 18,878
Other 485
__________
Total Operating Income 1,286,287
__________
Operating Expense:
Services from Affiliates:
Peoples Natural Gas 10,000
Other operating expenses 1,356,049
Maintenance 250
Depreciation and amortization 693
Taxes other than income 11,267
__________
Subtotal 1,378,259
__________
Operating income before income taxes (91,972)
Income taxes (94,000)
__________
Operating income 2,028
__________
Other Income
Equity in earnings of subsidiary (4,000)
_________
Interest expense 170,514
__________
Net income (loss) ($172,486)
==========
<PAGE> 14
File No. 70-8631:
By order dated April 30, 1996, HCAR No. 26512, the SEC permitted the
application-declaration of Consolidated and Energy Services to become
effective, thereby authorizing Energy Services to organize and acquire a
new special purpose subsidiary, CNG Energy Arbitrage Corporation ("CNG
Energy Arbitrage"). CNG Energy Arbitrage was to, in turn, acquire a one-
third general partnership interest in Energy Alliance Partnership ("Energy
Alliance"), a to-be-formed Delaware partnership. The other general
partners were to be Noverco Energy Services (U.S.) Inc., a wholly-owned
subsidiary of Noverco, Inc., and H.Q. Energy Services (U.S.) Inc., a
wholly-owned subsidiary of Hydro-Quebec.
Energy Alliance was to engage in the business of marketing electricity,
gas and other fuels, initially in the northeastern and middle Atlantic
United States. Mirror image parent-subsidiary debt and/or equity financing
of up to $10 million by Consolidated, Energy Services and CNG Arbitrage was
also authorized.
To date neither CNG Arbitrage nor Energy Alliance has been formed due
to the inability to obtain an order of the Federal Energy Regulatory
Commission permitting Energy Alliance to be a wholesale marketer of
electricity; consequently there are no business or financing transactions
to be reported under the above file number. A preliminary agreement among
the prospective partners in Energy Alliance expired on December 31, 1996.
<PAGE> 15
File No. 70-8853:
By Order dated August 2, 1996, HCAR No. 26551, the Commission
authorized CNG to issue parent guarantees through March 31, 2001, for CNG
Power Services Corporation ("Power Services") its wholly-owned subsidiary
for amounts not to exceed $250 million outstanding at any time. Power
Services is an exempt wholesale generator under Section 32 of the Act and
is engaged in the purchase and sale of electricity at wholesale.
During the quarter, CNG entered into no new guarantee agreements on
behalf of Power Services.
File No. 70-8883:
By order dated January 15, 1997, HCAR No. 26652, the SEC authorized
Energy Services to invest, through December 31, 2001, up to $250 million to
expand its business to market electricity and other energy commodities and
to engage in fuel management and other incidental related activities. In
pursuit of such activities, Energy Services may acquire interests in other
entities. Such entities may be corporations, partnerships, limited
liability companies, joint ventures or other types of entities in which
Energy Services might have a 100% interest, a majority interest equity or
debt position, or a minority equity or debt position.
CNG Retail Services Corporation ("CNG Retail") was formed on January
30, 1997 pursuant to the order to engage in the business of selling natural
gas and other products at retail.
<PAGE> 16
This quarterly certificate is filed in accordance with Rule 24, as a
notification that of the various transactions authorized, the following
have been carried out in accordance with the terms and conditions of the
aforesaid order.
1. Financial Statements.
A balance sheet and income statement for CNG Retail is filed as Exhibit
8883A hereto.
2. Source of Revenues.
The energy commodity marketing revenues of CNG Retail comprised 5% of
the total revenues of Energy Services for the quarter ending December 31,
1997. Energy Services had no non-gas commodity marketing revenues for the
period.
3. FERC Filings.
The transaction information contained in the attachment to the CNG
Retail power marketing informational filing made with the FERC on April 27,
1998 is filed as Exhibit 8883B hereto.
4. Parent Credit Support.
There were no new parent credit support agreements entered on behalf of
CNG Retail during the reporting period.
<PAGE> 17 Exhibit 8883A
CNG Retail Services Corporation
Balance Sheet
As of March 31, 1998
Assets
______
Property, Plant and Equipment $12,701,687
Accumulated depreciation and amortization (863,281)
___________
Net property, plant and equipment 11,838,406
Current assets
Cash and temporary cash investments 87,841
Accounts Receivable 482,402
Receivables - affiliates 28,600,263
Prepayments and other current assets 1,157,118
__________
Total current assets 30,327,624
__________
Deferred charges 1,689,127
Total assets $43,855,157
===========
Stockholders' Equity and Liabilities
____________________________________
Common stockholders' equity
Common stock $ 6,000,000
Retained earnings (1,809,540)
___________
Total common stockholders' equity 4,190,460
Current liabilities
Accounts payable 306,926
Payables to affilated companies 38,101,838
Taxes accrued 1,278,150
Other current liabilities 158,783
___________
Total current liabilities 39,845,697
___________
Deferred income taxes (181,000)
___________
Total stockholders' equity
and liabilities $43,855,157
===========
<PAGE> 18 Exhibit 8883A
Continued
CNG Retail Services Corporation
Income Statement
Three Months to
March 31, 1998
Three Months
to March 31
____________
Operating Revenues
Gas sales $35,620,165
Electricity Sales 1,123,895
___________
Total operating revenues 36,744,060
Operating Expenses
Purchased gas 32,495,732
Other purchased products 1,236,756
Operation expense 1,419,279
Maintenance 7,183
Depreciation and amortization 618,767
Taxes, other than income taxes 12,795
___________
Subtotal 35,790,512
Operating income before
income taxes 953,548
Income taxes 381,650
___________
Operating income 571,898
___________
Interest revenues 45,264
Interest expense 71,220
___________
Net income $ 545,942
<PAGE> 19 Exhibit 8887B
Attachment 1
CNG RETAIL SERVICES CORPORATION
Summary of Transaction Activity
For Quarter Ending March 31, 1998
Purchases
Delivery Nature of
Company Total MWh Price Point Service
CNG Power Svcs. 51,179 $15.75- ECAR Firm
$41.17
<PAGE> 20
Each respective "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 under the respective order have been consummated.
CONSOLIDATED NATURAL GAS COMPANY
CNG COAL COMPANY
CNG PRODUCING COMPANY
CNG PIPELINE COMPANY
CNG RESEARCH COMPANY
CNG STORAGE SERVICE COMPANY
CNG ENERGY SERVICES CORPORATION
CNG POWER COMPANY
CNG TRANSMISSION CORPORATION
CNG PRODUCTS AND SERVICES, INC.
CNG MARKET CENTER SERVICES, INC.
CNG FINANCIAL SERVICES, INC.
CONSOLIDATED NATURAL GAS SERVICE
COMPANY, INC.
CONSOLIDATED SYSTEM LNG COMPANY
HOPE GAS, INC.
THE EAST OHIO GAS COMPANY
THE PEOPLES NATURAL GAS COMPANY
VIRGINIA NATURAL GAS INC.
By N. F. Chandler
Their Attorney
Dated this 28th day
of May, 1998
