CORNERSTONE NATURAL GAS INC
15-12G, 1996-07-10
NATURAL GAS TRANSMISSION
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                             FORM 15
                                
     Certification and Notice of Termination of Registration
   under Section 12(g) of the Securities Exchange Act of 1934
     or Suspension of Duty to File Reports under Section 13
        and 15(d) of the Securities Exchange Act of 1934
                                
                                Commission File Number:  0-11994
                                                       ---------

                  Cornerstone Natural Gas, Inc.
               -----------------------------------
     (Exact name of registrant as specified in its charter)
                                
                                
                                
                   8080 N. Central Expressway
                           Suite 1200
                      Dallas, Texas  75206
                         (800) 759-1412
               -----------------------------------
  (Address, including zip code and telephone number, including
     area code, of registrant's principal executive offices)
                                
                                
             Common Stock, par value $0.10 per share
               -----------------------------------
    (Title of each class of securities covered by this Form)
                                
                              None
               -----------------------------------
   (Title of all other classes of securities for which a duty
      to file reports under Section 13(a) or 15(d) remains)
                                
         Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to terminate or suspend
the duty to file reports:


     Rule 12g-4(a)(1)(i)    [x]    Rule 12h-3(b)(1)(ii)   [ ]
     Rule 12g-4(a)(1)(ii)   [ ]    Rule 12h-3(b)(2)(i)    [ ]
     Rule 12g-4(a)(2)(i)    [ ]    Rule 12h-3(b)(2)(ii)   [ ]
     Rule 12g-4(a)(2)((ii)  [ ]    Rule 15d-6
     Rule 12h-3(b)(1)(i)    [ ]

Approximate number of holders of record as of the certification
or notice date:    1
               ---------

         Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, Cornerstone Natural Gas, Inc. has caused
this certification/notice to be signed on its behalf by the
undersigned duly authorized person.


                              CORNERSTONE NATURAL GAS, INC.
                              


DATE:  July 10, 1996
                                 BY:  /s/  Kelly J. Jameson
                                    --------------------------
                                    Name:  Kelly J. Jameson
                                    Title:  Vice President




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