<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. 10
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. : July 1, 1998
THE EAST OHIO GAS COMPANY : through
THE PEOPLES NATURAL GAS COMPANY : September 30, 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.
CNG Energy Services Corporation ("Energy Services"), formerly a wholly-
owned subsidiary of CNG, was a party in various proceedings pursuant to
which Rule 24 reporting is being done herein. CNG, pursuant to the
authorization in HCAR No. 26900, dated July 29, 1998, sold all of the
outstanding shares of common stock of Energy Services to Sempra Energy on
July 31, 1998. All future reporting of Energy Services under Rule 24 will
be made by CNG on its behalf. Those subsidiaries of CNG which succeed to
prior authorizations granted Energy Services succeed to the Rule 24
reporting requirements of such respective prior authorizations.
<PAGE> 3
PART A
EXTERNAL FINANCING BY CONSOLIDATED:
File No. 8667:
1. Sale of CNG Common Stock.
Consolidated issued and sold the following shares of common stock
during the quarter:
Shares Amount
________ ____________
Employee benefit plans 26,114 $ 982,848
Adjustment for change in market
value of variable awards (1,670,662)
_______ ___________
Total 26,114 $ (687,814)
======= ===========
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 $685,600,000 principal amount. There was
$685,600,000 principal amount of commercial paper outstanding on September
30, 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.
<PAGE> 4
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 part
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
From April 2, 1998 through September 30, 1998 Consolidated entered
into 16 agreements to guarantee gas or electric power purchase or
delivery performance of Energy Services and/or CNG Power Services
Corporation. The estimated total exposure on these guarantees is
approximately $96 million. The guarantees expire at various dates,
the latest of which is December 31, 2009; guarantee exposure of
approximately $69 million expires on or before December 31, 1998.
Many of these guarantees were entered into in connection with
Consolidated's exit from wholesale gas marketing, which also
resulted in the sale of Energy Services in July of 1998 as
described elsewhere herein.
5. Subsidiary Long-term Debt Transactions.
There were no long-term debt transactions of Subsidiaries to be
reported for the quarter.
<PAGE> 5
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> 6
During the period, the following transactions occurred:
Consolidated Natural Gas Company (In Thousands)
Beginning Ending
Balance Contributions Withdrawals Balance
_______________ _______________ _______________ _______________
$207,125 $824,299 $238,116 $793,308
Subsidiaries (In Thousands)
Beginning Ending
Company Balance Contributions Withdrawals Balance
_________ _________ _____________ ___________ _________
The East Ohio Gas Co. $ ($101,331) $ 76,670 $262,768 ($287,429)
The Peoples Natural
Gas Company (19,325) 28,770 59,165 (49,720)
Hope Gas, Inc. (7,042) 14,895 29,188 (21,335)
Virginia Natural Gas, Inc. (21,150) 10,670 68,595 (79,075)
CNG Transmission Corp. 40,750 128,800 199,185 (29,635)
Consolidated System
LNG Company 15,965 225 450 15,740
CNG Iroquois 5,315 1,670 60 6,925
CNG Producing Company 3,510 75,920 127,310 (47,880)
CNG Coal Company 3,205 260 30 3,435
CNG Pipeline Co. 1,135 200 130 1,205
CNG Energy Services (45,726) 124,741 80,096 (1,081)
CNG Field Services Co. 3,780 8,467 10,420 1,827
CNG Power Co. 23,200 4,580 6,620 21,160
CNG Power - Cogen. 70 0 0 70
CNG Power - Cogen. Dev. (1,200) 0 0 (1,200)
Lakewood 6680 360 50 610 (200)
Lakewood 7909 9,605 0 0 9,605
CNG Research Company 40 0 0 40
Consolidated Natural Gas
Service Company, Inc. (7,732) 40,260 43,455 (10,927)
CNG Power Services Corp. 1,910 57,620 68,160 (8,630)
CNG Retail Corp. (15,090) 16,420 21,220 (19,890)
CNG Market Center Services 570 170 0 740
CNG Products & Services (1,305) 1,770 2,500 (2,035)
CNG International Corp. (54,511) 505,000 2,280 (56,286)
CNG Main Pass Gas (22,093) 69 4,950 (26,974)
CNG Main Pass Oil (13,471) 606 675 (13,540)
<PAGE> 7
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> 8
("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 September 30, 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 September 30, 1998.
<PAGE> 9
(3) CNGI's total investment in Iroquois was $36,356,208 as of September
30, 1998.
(4) A cash distribution of $1,600,000 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.
<PAGE> 10
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.
Filed herewith as Exhibit 8577A are financial statements of CNGP&S.
1. Description of Revenues.
Revenues from CNGP&S for the three months through September 30, 1998
are $1,378,804. 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> 11 Exhibit 8577A
CNG Products and Services, Inc.
Balance Sheet
As of September 30, 1998
Assets
______
Investment in Subsidiary Company, at equity $ 1,854,405
Current assets
Cash and temporary cash investments 29,336
Accounts receivable 1,214,841
Accounts receivable - Affiliates 2,137,954
__________
Total current assets 3,382,131
Other Investments 250,000
Deferred income taxes 270,000
__________
Total assets $ 5,756,536
==========
Stockholders' Equity and Liabilities
____________________________________
Common stockholders' equity
Common stock $ 3,990,000
Retained Earnings (1,291,120)
___________
Total common stockholders' equity 2,698,880
Current liabilities
Accounts payable 131,394
Accounts payable - Affiliates 2,357,336
Accrued Taxes (300,841)
Other current liabilities 598,284
__________
Total current liabilities 2,786,173
__________
Deferred credits 271,483
__________
Total stockholders' equity and liabilities $ 5,756,536
===========
<PAGE> 12 Exhibit 8577A
Continued
CNG Products and Services, Inc.
Income Statement
Three Months and Nine Months to
September 30, 1998
Three Nine
Months to Months to
September 30, September 30,
1998 1998
____________ ____________
Operating Income:
Service line protection $1,283,099 $3,851,605
Appliance warranty 36,697 101,628
Carbon monoxide detectors 18,633 38,028
Other 40,375 37,859
__________ __________
Total Operating Income 1,378,804 4,029,120
__________ __________
Operating Expense:
Services from Affiliates:
Peoples Natural Gas 5,267 31,300
Other operating expenses 1,408,746 4,087,670
Maintenance 0 250
Taxes other than income 208 23,278
__________ __________
Subtotal 1,414,221 4,142,498
__________ __________
Operating income before income taxes (35,417) (113,378)
Income taxes (19,000) (129,000)
__________ __________
Operating income (16,417) 15,622
__________ __________
Other Income
Interest revenues 1,746 1,746
Equity in earnings (loss) of subsidiary (2,000) (9,000)
_________ __________
Total other income (deductions) (254) (7,254)
Interest expense 11,665 223,902
__________ __________
Net income (loss) ($28,336) ($215,534)
========== ==========
<PAGE> 13
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> 14
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 was during the period an exempt wholesale generator under Section
32 of the Act and is engaged in the purchase and sale of electricity at
wholesale.
Reference is made to the disclosure under "INTRASYSTEM FINANCING"
Section 4(c) above. Of the total guarantee exposure stated there, $15
million relates to joint guarantees on behalf of both Energy Services and
Power Services (all of which expires by December 31, 1998), and $33 million
relates to guarantees on behalf of Power Services only ($16 million of
which expires by December 31, 1998).
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 was authorized to 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.
<PAGE> 15
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. Pursuant to HCAR No. 26900, dated July
29, 1998, CNG Retail succeeded to the authorizations and reporting
obligations under File No. 70-8883 subsequent to the sale of Energy
Services by CNG to an unaffiliated party.
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.
See the last paragraph on page 2 of this filing. In view of the
cessation of Energy Services as an affiliate company in the CNG system, the
ratios formerly required under this heading can no longer be provided.
<PAGE> 16
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 September 30, 1998
Assets
______
Property, Plant and Equipment $12,990,461
Accumulated depreciation and amortization (2,158,579)
___________
Net property, plant and equipment 10,831,882
Current assets
Cash and temporary cash investments 400,286
Accounts Receivable 4,680,683
Receivables - affiliates 6,602,372
Gas stored - current 13,318,128
Prepayments and other current assets 2,228,998
___________
Total current assets 27,230,467
Other assets
Deferred income taxes 27,000
Deferred charges 1,298,297
___________
Total other assets 1,325,297
___________
Total assets $39,387,646
===========
Stockholders' Equity and Liabilities
____________________________________
Common stockholders' equity
Common stock $ 6,000,000
Retained earnings (2,311,008)
___________
Total common stockholders' equity 3,688,992
Current liabilities
Accounts payable 9,514,255
Payables to affiliated companies 20,908,375
Taxes accrued 3,575,163
Other current liabilities 175,283
___________
Total current liabilities 34,173,076
___________
Deferred credits 1,525,578
___________
Total stockholders' equity
and liabilities $39,387,646
===========
<PAGE> 18 Exhibit 8883A
Continued
CNG Retail Services Corporation
Income Statement
Three Months and Nine Months to
September 30, 1998
Three Nine
Months to Months to
September 30, September 30,
1998 1998
____________ ____________
Operating Revenues
Gas sales $11,876,168 $64,047,511
Electricity Sales 1,561,184 4,200,082
___________ ___________
Total operating revenues 13,437,352 68,247,593
Operating Expenses
Purchased gas 9,327,139 55,973,836
Capacity and products purchased 2,499,142 4,828,547
Operation expense 1,793,288 4,443,954
Maintenance 44,849 69,543
Depreciation and amortization 649,534 1,914,065
Taxes, other than income taxes 390,070 413,778
___________ ___________
Subtotal 14,704,022 67,643,723
Operating income before
income taxes (1,266,670) 603,870
Income taxes (641,138) 88,000
___________ ___________
Operating income (625,532) 515,870
___________ ___________
Other income
Interest revenues 0 45,264
Other (net) (28) (427)
___________ ___________
Total other income (28) 44,837
___________ ___________
Income before interest charges (625,560) 560,707
Interest expense 264,541 516,233
___________ ___________
Net income $ (890,101) $ 44,474
<PAGE> 19 Exhibit 8887B
Attachment 1
CNG RETAIL SERVICES CORPORATION
Summary of Transaction Activity
For Quarter Ending September 30, 1998
Purchases
Delivery Nature of
Company Total MWh Price Point Service
CNG Power Svcs. 55,437 $15.08- Various Firm/Inter
$239.40
<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
(For itself and with respect to
CNG Energy Services Corporation)
CNG COAL COMPANY
CNG PRODUCING COMPANY
CNG PIPELINE COMPANY
CNG RESEARCH COMPANY
CNG STORAGE SERVICE COMPANY
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 24th day
of November, 1998
