CNG TRANSMISSION CORP
35-CERT, 1994-04-29
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<PAGE> 1

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
_____________________________________________
                                             :
         In the Matter of                    :
CERTIFICATE
                                             :
of
   CNG TRANSMISSION CORPORATION              :
NOTIFICATION
    Clarksburg, West Virginia                :
NO. 13
                                             :
____________
        CNG IROQUOIS, INC.                   :
                                             :
TRANSACTIONS
         File No. 70-7641                    :
DURING PERIOD
 (Public Utility Holding Company Act of 1935):
_____________________________________________
January 1, 1994

through
                                                       March
31, 1994


TO THE SECURITIES AND EXCHANGE COMMISSION:

    By orders dated January 9, 1991, February 28, 1991 and
May 7, 1991

(HCAR Nos. 25239, 25263 and 25308, respectively) ("Orders"),
in the

above-captioned proceeding, the Securities and Exchange
Commission

("Commission") permitted the Application-Declaration of CNG

Transmission Corporation ("Transmission") and CNG Iroquois,
Inc.

("CNGI"), as amended, to become effective, thereby
authorizing

Transmission to provide, through June 30, 1993, up to
$35,000,000 of

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, through June
30, 1993,

up to $35,000,000 in guaranties and indemnities on behalf of
CNGI and

Iroquois Gas Transmission System, L. P. ("Iroquois"),
respectively, at

any one time.  The purpose of the financing was to provide
funds to

CNGI for use relating to its 9.4% general partnership
interest in

Iroquois, which was formed to construct and own an
interstate natural

gas pipeline extending from the Canadian border to Long
Island, New

York.



<PAGE> 2

    By order dated July 6, 1993 (HCAR No. 25845), the
Commission

extended the above-mentioned authorizations through June 30,
1996, up

to an aggregate amount of $20 million.  In addition, the
Commission

pursuant to such Order authorized CNGI and Transmission to
obtain

letters of credit and/or enter into reimbursement agreements
on behalf

of Iroquois and CNGI respectively.

    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, said

Application-Declaration and the Orders.

    (1) Transmission purchased no shares of common stock
during the

    quarter.  As of March 31, 1994, CNGI had 1,494 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, 1994.

    (3) CNGI made no capital contributions to Iroquois
during the

    fourth quarter of 1993.  As of March 31, 1994, CNGI has

    cumulatively made $14,895,764 of equity contributions to
Iroquois.

    (4) On August 25, 1993, CNGI entered into a
reimbursement

        agreement and related support agreements where CNGI
agreed to

        reimburse the Bank of Montreal its share of a
distribution

        made by Iroquois to the partners of Iroquois from
the cash in

        the debt service reserve account.  The terms of the
loan

        allowed the cash in such account to be distributed
as long as



<PAGE> 3

        Iroquois obtained a letter of credit ("LOC") and the

    individual partners agreed to reimburse the bank who
issued the

    LOC if the bank is required to pay on the LOC.  CNGI's
share of

    the distribution amounted to $3,456,756, which was
distributed to

    CNGI on August 25, 1993.

        On March 31, 1994, the LOC was amended to reflect a
one year

        term extension.  All other terms of the LOC remain
unchanged.


    The "past-tense" opinion required by paragraph F(2) of
the

instructions as to exhibits for Form U-1 will be filed when
all of the

transactions authorized pursuant to said Orders have
consummated.

                                       CNG TRANSMISSION
CORPORATION
                                       CNG IROQUOIS, INC.

                                       H. P. Payne, Jr.
                                       Their Attorney

Dated this 29th day
of April, 1994



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