UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER 1-3196
_________________
CONSOLIDATED NATURAL GAS COMPANY
A DELAWARE CORPORATION
CNG TOWER, 625 LIBERTY AVENUE, PITTSBURGH, PA 15222-3199
TELEPHONE (412) 690-1000
IRS EMPLOYER IDENTIFICATION NUMBER 13-0596475
_________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Common Stock: Registered:
$2.75 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Debentures:
6.80% Debentures Due December 15, 2027 New York Stock Exchange
6 5/8% Debentures Due December 1, 2008 New York Stock Exchange
6 7/8% Debentures Due October 15, 2026 New York Stock Exchange
7 3/8% Debentures Due April 1, 2005 New York Stock Exchange
6 5/8% Debentures Due December 1, 2013 New York Stock Exchange
5 3/4% Debentures Due August 1, 2003 New York Stock Exchange
5 7/8% Debentures Due October 1, 1998 New York Stock Exchange
8 3/4% Debentures Due October 1, 2019 New York Stock Exchange
8 3/4% Debentures Due June 1, 1999 New York Stock Exchange
8 5/8% Debentures Due December 1, 2011 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
_________________
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
_____
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
______ ______
The aggregate market value of the voting stock held by non-affiliates of
the registrant amounted to $4,934,057,461 as of January 31, 1998. It was
assumed in this calculation that the registrant's affiliates are all of its
directors and/or officers, and they beneficially owned 242,663 shares of voting
stock at that date.
Shares of Common Stock, $2.75 Par Value, outstanding at January 31, 1998:
91,088,370.
The registrant's "Notice of Annual Meeting and Proxy Statement, 1998" and
Appendix 1 thereto are hereby incorporated by reference into Parts I, II, III
and IV of this Form 10-K.
<PAGE>
NOTE: This Amendment to the Registrant's 1997 Annual Report on Form 10-K is
being filed solely to include restated financial data schedules for 1997
and 1996 interim periods and for 1996 and 1995 annual periods to reflect
the adoption of Statement of Financial Accounting Standards No. 128,
"Earnings Per Share."
EXHIBIT INDEX
______________________________________________________________________________
SEC
Exhibit
Number Description of Exhibit
______________________________________________________________________________
(3) Articles of Incorporation and By-Laws:
(3A) Certificate of Incorporation of Consolidated Natural Gas
Company, restated October 4, 1990 (incorporated by reference to
Exhibit A-1 to the Application-Declaration of Consolidated
Natural Gas Company on Form U-1, File No. 70-7811), as amended
May 31, 1996 (such amendment incorporated by reference to Exhibit
4 (B) to the Form S-3 Registration Statement under Securities Act
of 1933, Consolidated Natural Gas Company, Registration No.
333-10869)
(3B) By-Laws of Consolidated Natural Gas Company, last amended
February 17, 1998, were filed March 19, 1998 with 1997 Form 10-K
(4) Instruments Defining the Rights of Security Holders, Including
Indentures:
(4A) (1) Indentures of Consolidated Natural Gas Company:
Indentures of Consolidated Natural Gas Company are incorporated
by reference to previously filed material as indicated on the
list filed March 19, 1998 with 1997 Form 10-K
(2) Note Purchase Agreement of Virginia Natural Gas:
Note Purchase Agreement dated as of January 1, 1989, between
Virginia Natural Gas, Inc. and the Aid Association for Lutherans
relating to $20,000,000 principal amount of 9.94% Senior Notes,
Series A, due January 1, 1999 (incorporated by reference to
Exhibit B-1 to the Application-Declaration of Consolidated
Natural Gas Company on Form U-1, File No. 70-7667)
(4B) Section 203 of the Delaware General Corporation Law, "Business
Combinations With Interested Stockholders," effective
February 2, 1988 (incorporated by reference to Exhibit (4B)
filed with Consolidated Natural Gas Company's Form 10-K for the
year ended December 31, 1987, File No. 1-3196). Other portions
of the Delaware General Corporation Law affecting security holder
rights are considered routine and are not filed hereunder
(4C) Description of Consolidated Natural Gas Company Rights Agreement,
is hereby incorporated by reference to Exhibit 1 to the Current
Report on Form 8-K filed on January 23, 1996
(10) Material Contracts:
The following exhibits are filed with this Form 10-K by being
incorporated by reference to their filing in the Company's Forms 10-K
for previous years. The following table indicates for each of such
exhibits the Form 10-K, File No. 1-3196, where such exhibit was filed.
Exhibits not included in this table were filed March 19, 1998 with 1997
Form 10-K or incorporated by reference to another source as indicated
below.
Form 10-K Exhibit Number Reporting Year of Form 10-K
________________________ ___________________________
(10A), (10B), (10C), (10E), (10G) 1987
(10H), (10I) 1989
(10J), (10L) 1994
(10D), (10K), (10N) 1995
(10M), (10O), (10P), (10Q) 1996
(10A) Form of Split Dollar Insurance Agreement between Consolidated
Natural Gas Company and certain employees and Directors
<PAGE>
______________________________________________________________________________
SEC
Exhibit
Number Description of Exhibit
______________________________________________________________________________
(10B) Form of Supplemental Death Benefit Payment Agreement between
Consolidated Natural Gas Company and certain employees and
Directors
(10C) Consolidated Natural Gas Company Supplemental Retirement Benefit
Plan
(10D) System Supplemental Retirement Plan for Certain Management
Employees of Consolidated Natural Gas Company and Its
Participating Subsidiaries, as amended December 12, 1995
(10E) Form of agreement between Consolidated Natural Gas Company and
nonemployee Directors for deferral of payment of retainer and
attendance fees, effective before 1987
(10F) Deferred Compensation Plan for Directors of Consolidated Natural
Gas Company, effective for years beginning with 1987, as amended
February 18, 1997, was filed March 19, 1998 with 1997 Form 10-K
(10G) Consolidated Natural Gas Company Cash Incentive Bonus Deferral
Plan
(10H) Form of Change of Control Employment Agreement between
Consolidated Natural Gas Company and certain employees
(10I) Form of Change of Control Salary Continuation Agreement
between Consolidated Natural Gas Company and certain employees
(10J) Description of Consolidated Natural Gas Company Annual Executive
Incentive Program, as amended December 13, 1994. Attachment C as
amended February 18, 1997 was filed March 19, 1998 with 1997
Form 10-K
(10K) Unfunded Supplemental Benefit Plan for Employees of Consolidated
Natural Gas Company and Its Participating Subsidiaries Who Are
Not Represented by a Recognized Union, as amended December 12,
1995
(10L) Consolidated Natural Gas Company Non-Employee Directors'
Restricted Stock Plan
(10M) Consolidated Natural Gas Company 1995 Employee Stock Incentive
Plan, as amended September 10, 1996
(10N) Form of Change of Control Employment Agreement between
Consolidated Natural Gas Company and certain employees dated
December 12, 1995
(10O) Consolidated Natural Gas Company 1991 Stock Incentive Plan, as
amended September 10, 1996
(10P) Trust Agreement between Consolidated Natural Gas Company and
Mellon Bank (Trustee) relating to funding of certain beneficial
plans for certain employees, dated June 1, 1995
(10Q) Consolidated Natural Gas Company 1997 Stock Incentive Plan,
is incorporated by reference to Exhibit A in the Company's 1997
definitive proxy statement filed with the SEC
<PAGE>
______________________________________________________________________________
SEC
Exhibit
Number Description of Exhibit
______________________________________________________________________________
(11) Statement re Computation of Per Share Earnings:
Computations of Earnings Per Common Share - Basic, and Earnings Per
Common Share - Diluted of Consolidated Natural Gas Company and
Subsidiaries for the years ended December 31, 1995 through 1997, were
filed March 19, 1998 with 1997 Form 10-K
(12) Statement re Computation of Ratios:
Ratio of Earnings to Fixed Charges of Consolidated Natural Gas Company
and Subsidiaries for the calendar years 1993-1997, inclusive, were filed
March 19, 1998 with 1997 Form 10-K
(21) Subsidiaries of the Registrant:
Subsidiaries of Consolidated Natural Gas Company, was filed March 19,
1998 with 1997 Form 10-K
(23) Consents of Experts and Counsel:
(23A) Report of Ralph E. Davis Associates, Inc., independent
geologists, dated February 11, 1998, and consent letter
authorizing the filing of such report as an exhibit to
Consolidated Natural Gas Company's Form 10-K for the year ended
December 31, 1997, were filed March 19, 1998 with 1997
Form 10-K
(23B) Consent of Price Waterhouse LLP - included as part of ITEM
14 of 1997 Form 10-K filed March 19, 1998
(27) Financial Data Schedule for 1997 was filed March 19, 1998 with
1997 Form 10-K
(27.1)Restated Financial Data Schedule for 1997 interim periods is filed
herewith
(27.2)Restated Financial Data Schedule for 1996 interim periods is filed
herewith
(27.3)Restated Financial Data Schedule for 1996 is filed herewith
(27.4)Restated Financial Data Schedule for 1995 is filed herewith
(99) Appendix I to the Consolidated Natural Gas Company "Notice of Annual
Meeting and Proxy Statement, 1998," was filed March 19, 1998 with
1997 Form 10-K
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to its report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
_______________________________________
(Registrant)
By: D. M. WESTFALL
_______________________________________
(D. M. Westfall)
Senior Vice President,
Non-Regulated Business
and Chief Financial Officer
June 5, 1998
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN ITEM 1 OF CONSOLIDATED NATURAL
GAS COMPANY'S QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31,
JUNE 30 AND SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<BOOK-VALUE> PER-BOOK PER-BOOK PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,990,531 3,011,757 3,040,388
<OTHER-PROPERTY-AND-INVEST> 1,100,337 1,106,024 1,112,616
<TOTAL-CURRENT-ASSETS> 1,217,498 1,005,933 1,053,680
<TOTAL-DEFERRED-CHARGES> 370,165 386,559 411,011
<OTHER-ASSETS> 166,051 160,210 162,954
<TOTAL-ASSETS> 5,844,582 5,670,483 5,780,649
<COMMON> 261,183 261,640 262,520
<CAPITAL-SURPLUS-PAID-IN> 496,363 504,748 519,466
<RETAINED-EARNINGS> 1,550,051 1,542,884 1,501,079
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,334,993 2,335,184 2,310,023
0 0 0
0 0 0
<LONG-TERM-DEBT-NET> 1,422,608 1,422,906 1,407,550
<SHORT-TERM-NOTES> 0 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 233,000 108,900 233,400
<LONG-TERM-DEBT-CURRENT-PORT> 4,000 4,000 19,625
0 0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0 0
<LEASES-CURRENT> 0 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,877,377 1,825,405 1,837,009
<TOT-CAPITALIZATION-AND-LIAB> 5,844,582 5,670,483 5,780,649
<GROSS-OPERATING-REVENUE> 1,698,599 2,729,453 3,859,930
<INCOME-TAX-EXPENSE> 84,595 102,465 106,295
<OTHER-OPERATING-EXPENSES> 1,417,911 2,371,775 3,475,393
<TOTAL-OPERATING-EXPENSES> 1,502,506 2,474,240 3,581,688
<OPERATING-INCOME-LOSS> 196,093 255,213 278,242
<OTHER-INCOME-NET> 4,752 10,289 15,979
<INCOME-BEFORE-INTEREST-EXPEN> 200,845 265,502 294,221
<TOTAL-INTEREST-EXPENSE> 29,354 55,026 79,207
<NET-INCOME> 171,491 210,476 215,014
0 0 0
<EARNINGS-AVAILABLE-FOR-COMM> 171,491 210,476 215,014
<COMMON-STOCK-DIVIDENDS> 46,064 92,216 138,559
<TOTAL-INTEREST-ON-BONDS> 102,465 102,465 101,332
<CASH-FLOW-OPERATIONS> 392,798 656,730 696,830
<EPS-PRIMARY> 1.81 <F1> 2.22 <F1> 2.27 <F1>
<EPS-DILUTED> 1.74 <F1> 2.16 <F1> 2.23 <F1>
<FN>
<F1> RESTATED TO REFLECT THE ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 128, "EARNINGS PER SHARE."
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN ITEM 1 OF CONSOLIDATED NATURAL
GAS COMPANY'S QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31,
JUNE 30 AND SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
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<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996
<BOOK-VALUE> PER-BOOK PER-BOOK PER-BOOK
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<OTHER-PROPERTY-AND-INVEST> 1,009,450 1,027,521 1,054,746
<TOTAL-CURRENT-ASSETS> 1,174,925 865,597 913,643
<TOTAL-DEFERRED-CHARGES> 349,228 356,240 356,960
<OTHER-ASSETS> 103,266 111,675 117,124
<TOTAL-ASSETS> 5,546,978 5,274,742 5,398,724
<COMMON> 258,706 259,411 260,703
<CAPITAL-SURPLUS-PAID-IN> 457,781 470,515 490,300
<RETAINED-EARNINGS> 1,444,884 1,433,864 1,382,547
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,185,218 2,186,241 2,155,708
0 0 0
0 0 0
<LONG-TERM-DEBT-NET> 1,288,115 1,288,420 1,288,723
<SHORT-TERM-NOTES> 0 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 195,000 189,000 409,000
<LONG-TERM-DEBT-CURRENT-PORT> 10,250 10,250 10,250
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<CAPITAL-LEASE-OBLIGATIONS> 0 0 0
<LEASES-CURRENT> 0 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,892,242 1,623,282 1,557,201
<TOT-CAPITALIZATION-AND-LIAB> 5,546,978 5,274,742 5,398,724
<GROSS-OPERATING-REVENUE> 1,315,084 1,970,034 2,565,091
<INCOME-TAX-EXPENSE> 97,507 113,464 109,658
<OTHER-OPERATING-EXPENSES> 1,012,908 1,595,909 2,179,921
<TOTAL-OPERATING-EXPENSES> 1,110,415 1,709,373 2,289,579
<OPERATING-INCOME-LOSS> 204,669 260,661 275,512
<OTHER-INCOME-NET> 3,153 6,171 10,555
<INCOME-BEFORE-INTEREST-EXPEN> 207,822 266,832 286,067
<TOTAL-INTEREST-EXPENSE> 27,022 51,415 75,768
<NET-INCOME> 180,800 215,417 210,299
0 0 0
<EARNINGS-AVAILABLE-FOR-COMM> 180,800 215,417 210,299
<COMMON-STOCK-DIVIDENDS> 45,822 91,459 137,658
<TOTAL-INTEREST-ON-BONDS> 97,378 97,244 97,107
<CASH-FLOW-OPERATIONS> 281,733 410,430 357,743
<EPS-PRIMARY> 1.93 <F1> 2.30 <F1> 2.24 <F1>
<EPS-DILUTED> 1.87 <F1> 2.25 <F1> 2.22 <F1>
<FN>
<F1> RESTATED TO REFLECT THE ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 128, "EARNINGS PER SHARE."
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN EXHIBIT 99 OF CONSOLIDATED
NATURAL GAS COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
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<TOTAL-ASSETS> 6,000,605
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0
0
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0
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<OTHER-OPERATING-EXPENSES> 3,246,335
<TOTAL-OPERATING-EXPENSES> 3,402,165
<OPERATING-INCOME-LOSS> 392,144
<OTHER-INCOME-NET> 9,304
<INCOME-BEFORE-INTEREST-EXPEN> 401,448
<TOTAL-INTEREST-EXPENSE> 103,175
<NET-INCOME> 298,273
0
<EARNINGS-AVAILABLE-FOR-COMM> 298,273
<COMMON-STOCK-DIVIDENDS> 183,671
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<EPS-PRIMARY> 3.17 <F1>
<EPS-DILUTED> 3.13 <F1>
<FN>
<F1> RESTATED TO REFLECT THE ADOPTION OF STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 128, "EARNINGS PER SHARE."
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN ITEM 8 OF CONSOLIDATED
NATURAL GAS COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-START> JAN-01-95
<PERIOD-TYPE> YEAR
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<COMMON> 257,377
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<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,045,818
0
0
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<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 336,000
<LONG-TERM-DEBT-CURRENT-PORT> 10,250
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,734,414
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<GROSS-OPERATING-REVENUE> 3,307,325
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<OTHER-OPERATING-EXPENSES> 3,157,869
<TOTAL-OPERATING-EXPENSES> 3,160,812
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<OTHER-INCOME-NET> (20,506)
<INCOME-BEFORE-INTEREST-EXPEN> 126,007
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0
<EARNINGS-AVAILABLE-FOR-COMM> 21,344
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<EPS-PRIMARY> .23<F1>
<EPS-DILUTED> .23<F1>
<FN>
<F1> RESTATED TO REFLECT THE ADOPTION OF STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 128, "EARNINGS PER SHARE."
</FN>
</TABLE>
