NORTH CAROLINA NATURAL GAS CORP
10-Q, 1996-02-15
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE> 1
                                UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                                 FORM 10-Q
          (Mark One)
      [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended December 31, 1995
                                     OR

      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from .........to ..........

                      Commission file number  0-82

                 NORTH CAROLINA NATURAL GAS CORPORATION
         (Exact name of registrant as specified in its charter)

         DELAWARE                                     56-0646235
     ------------------                           -----------------
     (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)              Identification No.)

     150 Rowan Street, Fayetteville, North Carolina  28301-4993
     ----------------------------------------------------------
                (Address of principal executive offices)
                               (Zip Code)

                            (910)  483-0315
                            ---------------
         (Registrant's telephone number, including area code)

     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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
                        Yes  [ X ]    No  [    ]
     Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date.

     Common Stock, $2.50 par value                    6,494,118
     -----------------------------                 ----------------
               Class                                Number of Shares

<PAGE> 2

                          PART I - FINANCIAL INFORMATION

                           Item 1.  Financial Statements

               NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES
                  Condensed Consolidated Balance Sheets (Unaudited)
                                  (in thousands)

                                      ASSETS

                                        December 31,         September 30,    
                                            1995                  1995
                                        ------------         -------------

Gas Utility Plant                           $269,313             $265,289
 Less-Accumulated Depreciation and
  Amortization                               (88,734)             (86,493)
                                             -------              -------
   Utility Plant, net                        180,579              178,796
                                             -------              -------

Nonutility Property                            5,552                5,675
 Less-Accumulated Depreciation                (2,270)              (2,589)
                                             -------              -------
   Nonutility Plant, net                       3,282                3,086
                                             -------              -------

Current Assets:
 Cash                                            419                1,639
 Unrestricted Temporary Cash Investments       5,000                 -
 Restricted Temporary Cash Investments         5,368                4,785
 Accounts Receivable, Less Reserve            23,279               12,952
 Inventories, at Average Cost -
  Gas in Storage                               7,036                7,207
  Materials, Supplies & Merchandise            3,601                3,679
 Deferred Gas Cost-Unbilled Volumes            3,020                  328
 Other Current Assets                            572                  272
                                             -------              -------
   Total Current Assets                       48,295               30,862
                                             -------              -------

Investment in Exploration Ventures                87                   87
Deferred Charges and Other Assets              2,292                2,049
                                             -------              -------

Total Assets                                $234,535             $214,880
                                             =======              =======


(The accompanying notes are an integral part of these balance sheets.)







<PAGE> 3

           NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

                     Condensed Balance Sheets (Unaudited)
                               (in thousands)

                        CAPITALIZATION AND LIABILITIES

                                            December 31,      September 30,
                                               1995               1995
                                            ------------      -------------

Capitalization:
 Stockholders' Investment:
  Common Stock, Par Value $2.50; Shares
   Outstanding 12/31/95, 6,494; 
   09/30/95, 6,477                            $ 16,235           $ 16,193
  Capital in Excess of Par Value                27,851             27,513
  Retained Earnings                             51,363             49,072
                                               -------            -------
   Total Stockholders' Investment               95,449             92,778
                                               -------            -------

  Long-Term Debt                                65,000             62,000
                                               -------            -------

Total Capitalization                           160,449            154,778   
                                               -------            -------

Current Liabilities:
 Current Maturities of Long-Term Debt            2,000              2,000
 Notes Payable                                   4,000               -
 Accounts Payable                               22,842             12,390
 Restricted Supplier Refunds                     5,368              4,785
 Refunds Payable to Customers                      763              3,646
 Taxes Payable                                   3,632              1,871
 Other Current Liabilities                       5,490              5,880
                                               -------            -------
   Total Current Liabilities                    44,095             30,572
                                               -------            -------

Other Credits:
 Deferred Income Taxes                          21,021             20,584
 Unamortized Investment Tax Credits              2,870              2,920
 Regulatory Liability Related to Income Taxes    3,243              3,300
 Postretirement and Postemployment
  Benefit Liability                              1,831              1,646
 Other                                           1,026              1,080
                                               -------            -------
  Total Other Credits                           29,991             29,530
                                               -------            -------

Total Capitalization and Liabilities          $234,535           $214,880
                                               =======            =======

(The accompanying notes are an integral part of these balance sheets.)






<PAGE> 4

            NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

            Condensed Consolidated Statements of Income (Unaudited)

             For the Three Months Ended December 31, 1995 and 1994
                   (in thousands except per share amounts)

                                                1995               1994
                                               ------             ------

Operating Revenues                            $ 46,808          $ 34,415
Cost of Gas                                     30,288            19,979
                                               -------           -------
Gross Margin                                    16,520            14,436
                                               -------           -------

Operating Expenses and Taxes:
 Operations and Maintenance                      5,075             4,964
 Depreciation                                    2,262             1,931
 General Taxes                                   2,083             1,642
 Income Taxes                                    2,146             1,810
                                               -------           -------
Total Operating Expenses and Taxes              11,566            10,347
                                               -------           -------

Operating Income                                 4,954             4,089

Other Income, Net                                  658               294
                                               -------           -------
Income Before Utility Interest Charges           5,612             4,383

Utility Interest Charges                         1,345             1,067
                                               -------           -------

Net Income                                    $  4,267          $  3,316
                                               =======           =======

Average Common Shares Outstanding                6,480             6,369
                                               =======           =======

Earnings Per Share                                $.66              $.52
                                               =======           =======

Dividends Declared Per Share                     $.305              $.29
                                               =======           =======

(The accompanying notes are an integral part of these statements.)










<PAGE> 5

            NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

            Condensed Consolidated Statements of Income (Unaudited)

            For the Twelve Months Ended December 31, 1995 and 1994
                  (in thousands except per share amounts)

                                                   
                                                  1995            1994
                                                 ------          ------

Operating Revenues                             $158,066         $152,669
Cost of Gas                                      98,064           98,273
                                                -------          -------
Gross Margin                                     60,002           54,396
                                                -------          -------

Operating Expenses and Taxes:
 Operations and Maintenance                      21,181           19,507
 Depreciation                                     8,380            7,502
 General Taxes                                    7,537            7,254
 Income Taxes                                     6,803            6,072
                                                -------          -------
Total Operating Expenses and Taxes               43,901           40,335
                                                -------          -------

Operating Income                                 16,101           14,061

Other Income, Net                                 1,386              779
                                                -------          -------
Income Before Utility Interest Charges           17,487           14,840

Utility Interest Charges                          4,727            4,067
                                                -------          -------

Net Income                                     $ 12,760         $ 10,773
                                                =======          =======

Average Common Shares Outstanding                 6,438            6,348
                                                =======          =======

Earnings Per Share                                $1.98            $1.70
                                                =======          =======

Dividends Declared Per Share                      $1.22            $1.16
                                                =======          =======

(The accompanying notes are an integral part of these statements.)









<PAGE> 6

             NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

            Condensed Consolidated Statements of Cash Flows (Unaudited)

              For the Three Months Ended December 31, 1995 and 1994
                                (in thousands)


                                                 1995             1994
                                                ------           ------

Cash Flows From Operating Activities:
 Net Income                                     $4,267           $3,316
 Adjustments to reconcile net income to
  net cash provided by (used in) operating
  activities:
    Depreciation and amortization                2,339            2,031
    Change in deferred income taxes and
     deferred investment tax credits, net          331              334
    Change in other current assets and
     liabilities                                (4,426)          (1,328)
    Other                                          130              167
                                                ------           ------
Net cash provided by operating activities        2,641            4,520
                                                ------           ------

Cash Flows From Investing Activities:
 Property additions                             (3,920)          (8,221)
 Other, net                                       (345)             (90)
                                                ------           ------
Net cash used in investing activities           (4,265)          (8,311)
                                                ------           ------

Cash Flows From Financing Activities:
 Increase (decrease) in notes payable          (23,000)           6,000
 Issuance of long-term debt                     30,000             -
 Cash dividends paid                            (1,976)          (1,846)
 Issuance of common stock through
  dividend revestment and employee stock
  purchase plans                                   380              300
                                                ------           ------
Net cash provided by financing activities        5,404            4,454
                                                ------           ------
Net increase in cash and temporary 
 cash investments                                3,780              663
Cash and temporary cash investments,
 beginning of period                             1,639              158
                                                ------           ------
Cash and temporary cash investments, 
 end of period                                 $ 5,419          $   821
                                                ======           ======

Interest, net of amounts capitalized           $ 1,992          $ 2,081
Income taxes, net of refunds                        13                1

(The accompanying notes are an integral part of these statements.)








<PAGE> 7

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               December 31, 1995

Note 1:	The condensed financial statements included in this report reflect
only normal recurring adjustments which are, in the opinion of management, 
necessary to a fair statement of the results for the periods shown.  Because
of the seasonal nature of the Company's business, the results of operations 
for the three-month period ended December 31, 1995 are not necessarily
indicative of the results for the full year.  These financial statements
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been 
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.  It is suggested that these condensed financial 
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's annual report for the fiscal year ended 
September 30, 1995.


Note 2:	Long-Term Debt at December 31, 1995:
                                       Amount Due
                                         Within
Issue                                   One Year            Total
- -----                                  ----------          -------

7.15% Senior Notes, due 11/10/15       $     -            $30,000,000
9.21% Debentures, Series C,
 due 11/15/11                                -             25,000,000
8 3/4% Debentures, Series B,
 due 06/15/01                            2,000,000         12,000,000
                                        ----------         ----------
Long-Term Debt                         $ 2,000,000        $67,000,000
                                        ==========         ==========

Note 3:  During the three months ended December 31, 1995, the Company
received additonal supplier refunds of $523,920 from Transco and Columbia.
Upon order of the NCUC, the Company has invested all of these funds in U.S.
Treasury securities until such time as the Commission orders the funds
transferred to an Expansion Fund administered by the Commission pursuant
to legislation passed in July 1991 which encourages the expansion of Natural
Gas service into unserved areas of the State, including substantial portions
of the Company's franchised service territory.








<PAGE> 8

At December 31, 1995, $5,368,000 in temporary cash investments are restricted
for transfer to the Expansion Fund which was established for the Company by
Order of the NCUC dated February 8, 1993.  On April 30, 1993 and October 19,
1994 the Company transferred $3.8 million and $6.6 million, respectively, to
the Expansion Fund administered by the Commission pursuant to the Order.  At
December 31, 1995, a total of $11.7 million is in the Expansion Fund and is
available to the Company only upon application to the NCUC for an expansion
project approved by the NCUC.
















































<PAGE> 9

                                Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

(1)	Material Changes in Financial Condition

     Current cash requirements are financed primarily through internally 
generated cash, the issuance of new common stock through dividend 
reinvestment, employee stock purchase and key employee stock option plans
along with committed bank lines of credit totaling $25 million plus the cost
of gas in storage.  At December 31, 1995, loans totaling $4 million were 
outstanding under the lines of credit compared to $27 million outstanding
at September 30, 1995.  On November 10, 1995, the Company issued, in a 
private placement, $30 million of 7.15% Senior Notes, due 2015.  This
financing was used to repay all of the short-term debt then outstanding.

     Construction spending was $3.9 million for the three months ended
December 31, 1995, compared to $8.2 million for the same period in 1994.  This
decrease was caused by nonrecurring expenditures for system strengthening 
and the Mt. Olive expansion project in 1994.  Construction expenditures for
the remainder of the fiscal year 1996 are projected at $18 million.  
Management believes that the Company's lines of credit and cash provided from
operating activities will be sufficient to satisfy the Company's anticipated
short-term cash requirements during the remainder of fiscal year 1996.

     Net cash provided by operating activities decreased $1,879,000 for the
three months ended December 31, 1995, as compared to the same period last 
year.  This decrease was due primarily to (1) an increase in customer accounts
receivable caused by higher gas consumption of residential and commercial
customers, and (2) a decrease in refunds payable to customers caused by the
actual cost of gas being higher than the cost of gas underlying the Company's
sales rates as gas prices, driven by colder weather, have increased 
substantially during the 1995 quarter.

     Net cash provided by financing activities increased $950,000 for the
three months ended December 31, 1995, as compared to the same period last
year.  The primary reason for this increase was the private placement of
$30 million Senior Notes reduced by the net repayment of short-term debt in
the amount of $23 million in the 1995 quarter compared to net borrowings of
$6 million in the 1994 quarter.

(2)  Material Changes in Results of Operations

    Net income increased to $4.3 million for the three months ended December
31, 1995 from $3.3 million for the three months ended December 31, 1994, while
earnings per share increased to $.66 in the 1995 quarter from $.52 in the 1994
quarter.  For the twelve months ended December 31, 1995, net income increased
to $12.8 million from $10.8 million for the twelve months ended December 31,
1994.  Earnings per share for the twelve months ended December 31, 1995
increased to $1.98 from $1.70 for the prior year.









<PAGE> 10

     Several significant factors had a favorable impact on results of
operations for the quarter and twelve months ended December 31, 1995 
compared to the same periods in 1994.  These factors were (1) a general
rate increase effective November 1, 1995 (see Part II, Item 5, for more
information); (2) significantly higher natural gas sales and transportation
volumes driven by above-average customer growth, increased demand from
industrial customers during the first nine months of the year and, during
the fourth quarter, weather that was 34% colder than 1994; (3) a 5.2% 
increase in the customer base which resulted in increased facilities charges
as well as increased sales volumes; (4) higher earnings realized by the 
Company's propane division in the fourth quarter driven by a 45% increase
in gallons sold compared to the 1994 quarter; and (5) higher earnings from
subsidiaries due to increased sales and margins from gas marketing 
activities, principally in the fourth quarter.

     Gross margins increased $2,084,000 and $5,606,000, respectively, for
the three months and twelve months periods compared to the same periods in 
1994.  The chart below compares margins for the three month and twelve month
periods by customer class (000's omitted):

                        GROSS MARGIN BY CUSTOMER CLASS

                                    3 Months              12 Months
                                 1995       1994       1995        1994

Residential                    $ 5,193    $ 4,047    $18,400      $16,534

Commercial                       3,001      2,380     10,587        9,319

Industrial                       6,052      5,965     24,084       22,340

Municipal                        2,274      2,044      6,931        6,203
                               -------     ------     ------       ------
Total                          $16,520    $14,436    $60,002      $54,396	
                                ======     ======     ======       ======

     Gross margins increased for all customer classes for both the
three month and twelve month periods.  Residential, commercial and municipal
margins increased because of the November 1, 1995 general rate increase, 
continued strong customer growth throughout 1995 and additional sales and
transportation volumes resulting from the customer growth and weather that
was 34% colder in the 1995 quarter compared to 1994 and 11% colder for 
calendar year 1995 compared to 1994.  However, the Company's Weather 
Normalization Adjustment ratemaking mechanism mitigates somewhat the 
increases in margin due to colder-than-normal weather.  

     Gross margin for the industrial class was up $1.7 million for the 
twelve months period because of substantial increases in sales and 
transportation volumes to electric power generation and process gas users
for the first nine months of 1995.  Gross margin for the quarter was up 
only slightly because total industrial sales and transportation volumes 
declined (see table on page 11) due to weather-related curtailments of low
margin boiler fuel customers; however, sales and transportation volumes to
the higher margin process gas users increased in the 1995 quarter compared
to 1994, providing a net increase in industrial margin.





<PAGE> 11



     The chart below shows sales and transportation throughput volumes
(in thousands of dekatherms) by customer class for both the three month 
and twelve month periods for 1995 and 1994:

                 THROUGHPUT VOLUMES (Mdt) BY CUSTOMER CLASS

                                 3 Months              12 Months
                              1995    1994          1995       1994

Residential                  1,519   1,126         5,960       5,715

Commercial                   1,232     961         4,789       4,494

Industrial                   7,361   7,533        33,528      28,934

Municipal                    2,930   2,340         8,855       7,878
                            ------  ------        ------      ------
Total                       13,042  11,960        53,132      47,021
                            ======  ======        ======      ======

     The following chart shows the same total throughput volumes
classified by sales and transportation:

                 THROUGHPUT VOLUMES (Mdt) BY TYPE OF SERVICE

                             3 Months                  12 Months
                          1995      1994            1995       1994

Sales                    10,897    7,733           37,878      32,593

Transportation            2,145    4,227           15,254      14,428
                         ------   ------           ------      ------
Total                    13,042   11,960           53,132      47,021	
                         ======   ======           ======      ======

     For the calendar year 1995, both sales and transportation volumes 
increased because of the substantial increase in demand for gas in the 
Company's service area from all customer classes.  However, in the fourth
quarter of 1995 transportation volumes decreased while sales volumes
increased because (1) the rising price of natural gas caused some customers
to switch to sales service from transportation service; (2) more 
weather-induced curtailments of the larger industrial boiler fuel customers
who use heavy oil as an alternative fuel; and (3) much colder weather caused
residential, commercial and municipal sales volumes to increase significantly.

     The Company earns the same profit margin on transportation of 
customer-owned gas as it earns from sales transactions to those customers.
However, changes in the mix of transportation and sales volumes can have 
significant impacts on operating revenues and cost of gas, because the 
commodity cost of gas associated with transportation volumes is paid by 
the customer directly to the customer's supplier and is, therefore, not 
incurred nor billed by the Company.




<PAGE> 12

     Operating revenues increased $12,393,000 for the three months ended 
December 31, 1995 from the three months ended December 31, 1994, but 
increased only $5,397,000 for the calendar year 1995 compared to calendar
year 1994.  The primary factors causing the substantial increase in the 
three month period were (1) the 3.1 million dekatherm increase in sales 
volumes; (2) significantly higher natural gas commodity prices during the
1995 quarter compared to 1994; and (3) the general rate increase.  The
increase in operating revenues for the full calendar year 1995 was 
substantially less than the increase in the quarter because commodity gas
prices during the first nine months of the year were approximately 30% 
lower in 1995 compared to the first nine months of 1994.  The Company is
allowed to recover 100% of its prudently incurred gas costs, and customers
received the benefit of the substantially lower gas prices.

     Cost of gas increased $10,309,000 for the quarter ended December 31,
1995 compared to the 1994 quarter due to increased quantities purchased 
related to the higher sales volumes and a commodity price increase of 20% 
from the 1994 quarter.  For the entire calendar year 1995, however, cost of
gas was flat because, even though sales volumes were up 5.3 million 
dekatherms, the commodity price reductions during the first nine months of
the year compared to 1994 offset the volume increase.

     Operations and maintenance expenses increased $1,674,000 for calendar 
year 1995 from 1994 but the increase in the quarter was only $111,000.  
Salaries and wages represent approximately 50% of the Company's operations
and maintenance expenses, and they increased approximately 8% during 
calendar year 1995 due to the hiring of additional employees related to the
Company's growth and wage and salary increases to existing employees.  The 
second largest factor was the increased expense of higher provisions for 
postretirement and postemployment benefit obligations related to FAS 106
and FAS 112, respectively.  Such provisions were approximately $346,000 
greater in the first nine months of calendar 1995 than in 1994.  
Additionally, the Company incurred substantially higher costs for electric
power for its LNG plant and gas used in compressors because of the 
additional throughput volumes, particularly in the fourth quarter, and 
the requirement to fill the LNG tank nearly to capacity during the summer
and fall of 1995.

     The rate of increase in operations and maintenance expenses declined 
in the three months ended December 31, 1995 principally because of a 
nonrecurring reduction in group medical insurance costs, together with 
planned reductions in maintenance, demonstration and selling expenses and
travel-related expenses.  Management expects that on a going-forward basis,
operations and maintenance expenses will increase at a rate somewhat greater 
than the overall inflation rate because of the Company's ongoing customer
growth rate of 5-6% annually.


     Depreciation expense increased in both the quarter and calendar year
1995 compared to the 1994 periods because of (1) the addition of utility 
plant in service, primarily transmission and distribution plant, related 
to system expansion and customer growth; and (2) an increase in the 
depreciation rate which became effective concurrently with the Company's 
general rate case, November 1, 1995.



<PAGE> 13


     General taxes increased in both the quarter and the calendar year
1995 compared to 1994.  The most significant tax is the state gross 
receipts tax which is based on revenues and, therefore, it tracks the 
change in revenues.  Also, higher property and payroll taxes affected both 
the quarter and the calendar year 1995.

     Income taxes increased $336,000 and $731,000, respectively, for the 
three month and twelve months periods compared to 1994.  These increases 
were caused by an increase in operating income.

     Other income, net, increased in both the calendar year and quarter 
ended December 31, 1995 due primarily to increased revenues from the 
Company's propane division and increased revenues generated by increased 
sales of natural gas at higher margins by two of the Company's subsidiaries,
NCNG Exploration and Cape Fear Energy Corporation, primarily during the
fourth quarter.

     Utility interest charges increased $278,000 and $660,000, respectively,
for the quarter and twelve months ended December 31, 1995 as compared to the
1994 periods.  The increase in the quarter was due to increased interest 
expenses on long-term debt related to the November 10, 1995 issuance of 
$30,000,000 principal amount of 7.15% Senior Notes, offset somewhat by 
repayment of all short-term debt then outstanding.  The calendar year 
increase was caused by an increase in interest expense on short-term debt
because of greater short-term borrowings for the first ten months of 1995
compared to 1994, partially offset by an increase in allowance for funds used
during construction because of more construction work in progress during 1995.




























<PAGE> 14



                       PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         None.


Item 2.  Changes in the Rights of the Company's Security Holders

         None.


Item 3.  Default Upon Senior Securities

         None.


Item 4.  Submission of Matters to a Vote of Security Holders

(a)      Date of the meeting or of the action without a meeting:

         January 9, 1996

(b)      Whether the meeting was an annual or a special meeting:

         Annual Meeting

(c)      Names of each director elected at the meeting and the number
         of votes cast for, against or withheld, and abstentions:

         Paul A. DelaCourt         For:                   4,795,412
                                   Against or Withheld:      37,877
                                   Abstentions:              13,718 
	
         Frank B. Holding, Jr.     For:                   4,797,068
                                   Against or Withheld:      36,221
                                   Abstentions:              13,718

         John O. McNairy           For:                   4,798,444
                                   Against or Withheld:      34,845
                                   Abstentions:              13,718













<PAGE> 15


(d)     Name of each other director whose term of office as director 
        continued after the meeting:

        George T. Clark, Jr.
        James E. S. Hynes
        Robert T. Johnson
        William H. Prestage
        Richard F. Waid
        Calvin B. Wells

(e)    	Brief description of each matter voted upon and the number 
        of votes cast for, against or withheld, and abstentions:

        None.

Item 5. Other Information

        On October 27, 1995, the NCUC issued its Order granting a general
rate increase amounting to $4,205,000 in annual revenues effective November
1, 1995.  The Commission's Order approved, in all material respects, the 
Stipulation of Settlement reached among the Company, the Public Staff of 
the NCUC, the Carolina Utility Customers Association, Inc. and other 
intervenors in the rate case.  The Order provides for a rate of return on
net investment of 10.09% but, pursuant to the Stipulation of Settlement, 
did not state separately the rate of return on common equity nor the capital
structure used to calculate revenue requirements.  The Order provides for
significant rate design changes by increasing residential and commercial 
rates while reducing industrial sales and transportation rates to recognize,
among other things, the differences in costs of serving the various customer
classes.  The Order establishes several new rate schedules, including an 
economic development rate to assist in attracting new industry to the 
Company's service area and a rate to provide standby, on-peak gas supply 
service to industrial customers whose gas would otherwise be interrupted.

     Also as part of the October 27, 1995 rate Order, the NCUC approved:

     - Continuation of the Weather Normalization Adjustment (WNA) mechanism 
       originally approved in 1991.
     - Establishment of the Price Sensitive Volume Adjustment (PSVA) 
       mechanism to replace the Industrial Sales Tracker (IST) effective
       November 1, 1995.  The PSVA, while narrower in scope than the IST, 
       protects the Company against loss of load from eight large, 
       fuel-switchable cusotmers using heavy fuel oil as an alternative 
       fuel while providing that all actual margins earned on deliveries of
       gas to such customers shall be flowed through to all other customers.
     - An increase in depreciation rates for certain distribution plant.
       The increased depreciation rates account for approximately $750,000 
       of the $4.2 million annual revenue increase.














<PAGE> 16

     - The accounting for and recovery in rates of costs associated 
       with environmental assessment and remediation of a former manufactured 
       gas plant (MGP) site.  The NCUC found that NCNG acted in a reasonable 
       and prudent manner in responding to the 1991 North Carolina Department 
       of Environmental Health and Natural Resources Division of Environmental 
       Management's Notice of Violation of Water Quality Standards as a 
       result of MGP by-products at the Kinston site.  Accordingly, the NCUC 
       approved the Company's proposal to recover an annualized amount of
       MGP costs based on amounts expended, net of recoveries from third
       parties, through December 31, 1995.
	

Item 6. Exhibits and Reports on Form 8-K

       (a)	Exhibits
	
   	      	27 - Financial Data Schedule

       (b)	Reports on Form 8-K

         		None.
































<PAGE> 17
				

                                 SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.


                                NORTH CAROLINA NATURAL GAS CORPORATION
                                --------------------------------------
                                           (Registrant)





Date:  February 14, 1996        /s/ Gerald A. Teele
                                --------------------------------------
                                Gerald A. Teele
                                Senior Vice President, Treasurer and 
                                Chief Financial Officer
                                (Principal Financial Officer)


Date:  February 14, 1996       /s/ Charles W. Siska, Jr.
                               ---------------------------------------
                               Charles W. Siska, Jr.
                               Controller
                               (Principal Accounting Officer)





































<PAGE> 18


             NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

                             INDEX  OF  EXHIBITS


     The following exhibit is filed as part of this Form 10-Q for the
period ended December 31, 1995:  



Exhibit
Number 

  27    	-	     Financial Data Schedule















<TABLE> <S> <C>

<ARTICLE> UT
<CIK> 0000072596
<NAME> NORTH CAROLINA NATURAL GAS CORPORATION
<MULTIPLIER> 1,000
       
<S>                                            <C>
<PERIOD-TYPE>                                 3-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      180,579
<OTHER-PROPERTY-AND-INVEST>                      3,282
<TOTAL-CURRENT-ASSETS>                          48,295
<TOTAL-DEFERRED-CHARGES>                         2,379
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 234,535
<COMMON>                                        16,235
<CAPITAL-SURPLUS-PAID-IN>                       27,851
<RETAINED-EARNINGS>                             51,363
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  95,449
                                0
                                          0
<LONG-TERM-DEBT-NET>                            65,000
<SHORT-TERM-NOTES>                               4,000
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                    2,000
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                  68,086
<TOT-CAPITALIZATION-AND-LIAB>                  234,535
<GROSS-OPERATING-REVENUE>                       46,808
<INCOME-TAX-EXPENSE>                             2,146
<OTHER-OPERATING-EXPENSES>                      39,708
<TOTAL-OPERATING-EXPENSES>                      41,854
<OPERATING-INCOME-LOSS>                          4,954
<OTHER-INCOME-NET>                                 658
<INCOME-BEFORE-INTEREST-EXPEN>                   5,612
<TOTAL-INTEREST-EXPENSE>                         1,345
<NET-INCOME>                                     4,267
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                    4,267
<COMMON-STOCK-DIVIDENDS>                         1,976
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                           2,641
<EPS-PRIMARY>                                    $0.66
<EPS-DILUTED>                                    $0.66
        

</TABLE>


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