UNITED STATES

              SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C.  20549



                          -------------



                           FORM 10-Q

                        QUARTERLY REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                     FOR THE QUARTER ENDED

                         MARCH 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) 227-1000

         IRS Employer Identification Number 13-0596475



                          -------------


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_______

Number of shares of Common Stock, $2.75 Par Value, outstanding at April 30,
1997:   95,009,011

<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
FORM 10-Q QUARTERLY REPORT
For the Quarter Ended March 31, 1997


                      TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                       Page

ITEM 1.   FINANCIAL STATEMENTS

    CONSOLIDATED STATEMENT OF INCOME (Unaudited)
    for the Quarters Ended March 31, 1997 and 1996...............      1

    CONDENSED CONSOLIDATED BALANCE SHEET
    at March 31, 1997 (Unaudited), and December 31, 1996.........      2

    CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
    for the Quarters Ended March 31, 1997 and 1996...............      3

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...................      4

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS....................      6


PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS......................................     12

ITEM 2.   CHANGES IN SECURITIES..................................     12

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES........................     12

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....     12

ITEM 5.   OTHER INFORMATION......................................     12

ITEM 6.   EXHIBITS, AND REPORTS ON FORM 8-K......................     12


SIGNATURES.......................................................     13
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

Consolidated Natural Gas Company and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (Thousands of Dollars)
____________________________________________________________________________
                                                    Three Months to March 31
                                                    ________________________
                                                         1997         1996
____________________________________________________________________________
OPERATING REVENUES
Regulated gas sales............................      $  807,596   $  749,310
Nonregulated gas sales.........................         601,183      319,232
                                                     __________   __________
    Total gas sales............................       1,408,779    1,068,542
Gas transportation and storage.................         138,503      142,612
Other..........................................         151,317      103,930
                                                     __________   __________
    Total operating revenues (Note 3)..........       1,698,599    1,315,084
                                                     __________   __________

OPERATING EXPENSES
Purchased gas..................................         982,390      628,265
Transport capacity and other
  purchased products...........................         115,283       72,099
Operation expense (Note 4).....................         168,873      168,817
Maintenance....................................          19,913       17,913
Depreciation and amortization..................          75,697       70,652
Taxes, other than income taxes.................          55,755       55,162
                                                     __________   __________
    Subtotal...................................       1,417,911    1,012,908
                                                     __________   __________
    Operating income before income taxes.......         280,688      302,176
Income taxes...................................          84,595       97,507
                                                     __________   __________
    Operating income...........................         196,093      204,669
                                                     __________   __________

OTHER INCOME
Interest revenues..............................             446        1,080
Other-net......................................           4,306        2,073
                                                     __________   __________
    Total other income.........................           4,752        3,153
                                                     __________   __________
    Income before interest charges.............         200,845      207,822
                                                     __________   __________

INTEREST CHARGES
Interest on long-term debt.....................          26,609       24,694
Other interest expense.........................           4,005        3,561
Allowance for funds used during construction...          (1,260)      (1,233)
                                                     __________   __________
    Total interest charges.....................          29,354       27,022
                                                     __________   __________

NET INCOME.....................................      $  171,491   $  180,800
                                                     ==========   ==========

  Earnings per share of common stock (Note 7):
    Based on average shares outstanding........           $1.81        $1.92
    Fully diluted..............................           $1.74        $1.86
  Average common shares (thousands) (Note 7):
    Outstanding................................          94,947       94,028
    Fully diluted..............................         100,510       98,828
  Dividends declared per common share..........           $.485        $.485

____________________________________________________________________________
The Notes to Consolidated Financial Statements are an integral part of this
statement.


                                       1
<PAGE>
ITEM 1.   FINANCIAL STATEMENTS (Continued)

Consolidated Natural Gas Company and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
_____________________________________________________________________________
                                                       At March   At December
                                                       31, 1997    31, 1996
                                                     (Unaudited)
_____________________________________________________________________________
ASSETS

PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant....................      $ 4,862,879  $ 4,848,392
Accumulated depreciation and amortization......       (1,872,348)  (1,840,129)
                                                     ___________  ___________
     Net gas utility and other plant...........        2,990,531    3,008,263
                                                     ___________  ___________
Exploration and production properties..........        3,525,654    3,455,813
Accumulated depreciation and amortization......       (2,425,317)  (2,386,776)
                                                     ___________  ___________
     Net exploration and production properties.        1,100,337    1,069,037
                                                     ___________  ___________
     Net property, plant and equipment.........        4,090,868    4,077,300
                                                     ___________  ___________

CURRENT ASSETS
Cash and temporary cash investments............           40,488       44,524
Accounts receivable, less allowance for
  doubtful accounts............................          816,615      793,565
Gas stored - current portion...................           23,432      170,513
Materials and supplies (average cost method)...           32,030       33,070
Unrecovered gas costs..........................           92,525      108,016
Prepayments and other current assets...........          212,408      243,333
                                                     ___________  ___________
     Total current assets......................        1,217,498    1,393,021
                                                     ___________  ___________

REGULATORY AND OTHER ASSETS
Unamortized abandoned facilities...............           12,492       15,791
Other investments..............................          153,559      149,858
Deferred charges and other assets
  (Notes 3 and 4)..............................          370,165      364,635
                                                     ___________  ___________
     Total regulatory and other assets.........          536,216      530,284
                                                     ___________  ___________
     Total assets..............................      $ 5,844,582  $ 6,000,605
                                                     ===========  ===========

STOCKHOLDERS' EQUITY AND LIABILITIES

CAPITALIZATION
Common stockholders' equity (Notes 5 and 6)
  Common stock, par $2.75
    (Issued:  1997 - 94,975,527 shares;
    1996 - 94,933,631 shares)..................      $   261,183  $   261,068
  Capital in excess of par value...............          536,643      537,002
  Retained earnings............................        1,550,051    1,424,624
  Unearned compensation........................          (12,884)     (17,542)
                                                     ___________  ___________
     Total common stockholders' equity.........        2,334,993    2,205,152
Long-term debt.................................        1,422,608    1,426,315
                                                     ___________  ___________
     Total capitalization......................        3,757,601    3,631,467
                                                     ___________  ___________

CURRENT LIABILITIES
Current maturities on long-term debt...........            4,000      104,000
Commercial paper...............................          233,000      374,000
Accounts payable...............................          394,438      535,296
Estimated rate contingencies and
  refunds (Note 3).............................           17,865       21,602
Taxes accrued..................................          152,822       97,336
Deferred income taxes - current (net)..........           38,604       36,096
Temporary replacement reserve - gas
  inventory....................................           53,881           -
Other current liabilities......................          203,962      196,090
                                                     ___________  ___________
     Total current liabilities.................        1,098,572    1,364,420
                                                     ___________  ___________

DEFERRED CREDITS
Deferred income taxes..........................          685,610      681,334
Accumulated deferred investment tax credits....           27,925       28,838
Deferred credits and other liabilities.........          274,874      294,546
                                                     ___________  ___________
     Total deferred credits....................          988,409    1,004,718
                                                     ___________  ___________

COMMITMENTS AND CONTINGENCIES
                                                     ___________  ___________

     Total stockholders' equity and liabilities      $ 5,844,582  $ 6,000,605
                                                     ===========  ===========
_____________________________________________________________________________
The Notes to Consolidated Financial Statements are an integral part of this
statement.


                                       2
<PAGE>
ITEM 1.   FINANCIAL STATEMENTS (Continued)

Consolidated Natural Gas Company and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (Thousands of Dollars)
_____________________________________________________________________________
                                                     Three Months to March 31
                                                     ________________________
                                                          1997        1996
_____________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.......................................       $ 171,491   $ 180,800
Adjustments to reconcile net income to net
  cash provided by operating activities
    Depreciation and amortization................          75,697      70,652
    Deferred income taxes-net....................           4,327      34,723
    Changes in current assets and
      current liabilities
      Accounts receivable-net....................         (22,959)   (140,773)
      Inventories................................         148,121      93,914
      Unrecovered gas costs......................          15,491     (67,354)
      Accounts payable...........................        (133,743)      9,321
      Estimated rate contingencies and refunds...          (3,737)    (18,873)
      Amounts payable to customers...............              -      (35,861)
      Taxes accrued..............................          55,486      31,694
      Temporary replacement reserve - gas
        inventory................................          53,881      92,457
      Other-net..................................          38,011       9,404
    Changes in other assets and
      other liabilities..........................          (9,267)     21,594
    Other-net....................................              (1)         35
                                                        _________   _________
        Net cash provided by operating activities         392,798     281,733
                                                        _________   _________

CASH FLOWS USED IN INVESTING ACTIVITIES
Plant construction and other property additions..        (106,143)    (81,347)
Proceeds from dispositions of property, plant
  and equipment-net..............................          (1,541)        932
Cost of other investments-net....................          (2,316)    (14,920)
                                                        _________   _________
        Net cash used in investing activities....        (110,000)    (95,335)
                                                        _________   _________

CASH FLOWS PROVIDED BY (OR USED IN) FINANCING ACTIVITIES
Issuance of common stock.........................           3,750       3,880
Repayment of debentures..........................        (100,000)         -
Unsecured loan repayment.........................          (4,000)     (4,000)
Commercial paper repayments-net..................        (140,432)   (140,142)
Dividends paid...................................         (46,044)    (45,588)
Other-net........................................            (108)         (1)
                                                        _________   _________
        Net cash used in financing activities....        (286,834)   (185,851)
                                                        _________   _________
        Net increase (or decrease) in cash
          and temporary cash investments.........          (4,036)        547

CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1.          44,524      36,277
                                                        _________   _________
CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31..       $  40,488   $  36,824
                                                        =========   =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
  Interest (net of amounts capitalized)..........       $  13,416   $  12,839
  Income taxes (net of refunds)..................       $ (14,019)  $   2,008
Non-cash financing activities
  Issuance of common stock under benefit plans...       $  (4,081)  $  17,955
  Conversion of 7 1/4% Convertible
    Subordinated Debentures......................       $      10   $      -

_____________________________________________________________________________
The Notes to Consolidated Financial Statements are an integral part of this
statement.


                                       3

<PAGE>
ITEM 1.   FINANCIAL STATEMENTS (Continued)

Consolidated Natural Gas Company and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) With the exception of the Condensed Consolidated Balance Sheet at December
31, 1996, which is derived from the Consolidated Balance Sheet at that date
which was included in Exhibit 99 to the Annual Report to the Securities and
Exchange Commission (SEC) on Form 10-K for 1996 (1996 Form 10-K), the
consolidated financial statements appearing on pages 1 through 3 are
unaudited.  In the opinion of management, the information furnished reflects
all adjustments necessary to a fair statement of the results for the interim
periods presented.

(2) Because a major portion of the gas sold or transported by the Company's
distribution and transmission operations is ultimately used for space heating,
both revenues and earnings are subject to seasonal fluctuations.  Seasonal
fluctuations are further influenced by the timing of price relief granted
under regulation to compensate for past cost increases.

(3) Certain increases in prices by the Company and other rate-making issues
are subject to final modification in regulatory proceedings.  The related
accumulated provisions pertaining to these matters were $6,851,000 and
$9,154,000 at December 31, 1996, and March 31, 1997, respectively, including
interest.  These amounts are reported in the Condensed Consolidated Balance
Sheet under "Estimated rate contingencies and refunds" together with
$14,751,000 and $8,711,000, respectively, which are primarily refunds received
from suppliers and refundable to customers under regulatory procedures.

    The distribution subsidiaries have incurred or are expected to incur
obligations to upstream pipeline companies for transition costs under Federal
Energy Regulatory Commission (FERC) Order 636.  The total estimated liability
for such costs was $27,727,000 and $22,886,000 at December 31, 1996, and March
31, 1997, respectively.  Additional amounts are likely to be accrued in the
future once the pipeline companies receive final FERC approval to recover
these costs.  Based on management's current estimates, the distribution
subsidiaries' portion of such costs is not expected to be material.

    Based on regulatory actions in two jurisdictions and the past rate-making
treatment of similar costs in the other jurisdictions, management believes
that the distribution subsidiaries should generally be able to pass through
all Order 636 transition costs to their customers.

(4) In January 1996, unions at two subsidiaries approved the adoption of a
workforce reduction program that consisted of a voluntary early retirement
program and a voluntary separation program.  The early retirement program was
offered from February 1 through March 31, 1996, with eligible employees
retiring effective April 1, 1996.  The voluntary separation program involved
severance benefit payments to affected employees.  A total of 73 eligible
employees elected to accept the early retirement offer and an additional 57
employees were separated from the Company under the voluntary separation
program.  Accordingly, the Company recorded charges to earnings in the first
quarter of 1996 amounting to $3,379,000 for retirement incentives and
severance costs, which reduced 1996 first quarter net income by $2,069,000, or
2 cents a share.

                                       4

<PAGE>
ITEM 1.   FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

(5) A summary of the changes in common stock, capital in excess of par value,
unearned compensation and treasury stock subsequent to December 31, 1996,
follows:

<TABLE>
<CAPTION>
________________________________________________________________________________
____________________________
                                        Common Stock
                                           Issued           Capital in
Treasury Stock
                                    ____________________
____________________
                                       Number      Value     Excess of
Unearned      Number
                                    of Shares     at Par     Par Value
Compensation   of Shares       Cost
________________________________________________________________________________
____________________________
                                                                 (In Thousands)
<S>                                    <C>      <C>           <C>            <C>
<C>        <C>
At December 31, 1996.............      94,934   $261,068      $537,002
$(17,542)         -     $    -
Common stock issued
  Stock options..................          66        183         2,508
-           -          -
  Dividend Reinvestment Plan.....          21         58         1,100
-           -          -
  Conversion of debentures.......          -          -             10
-           -          -
  Stock awards-net...............          (7)       (20)         (270)
229          -          -
  Performance shares-net.........         (38)      (106)       (1,588)
1,694          -          -
  Amortization and adjustment....          -          -         (2,096)
2,735          -          -
Purchase of treasury stock.......          -          -              -
-          (30)    (1,595)
Sale of treasury stock and other.          -          -            (23)
-           30      1,595
                                       ______   ________      ________
________       _____    _______
At March 31, 1997................      94,976   $261,183      $536,643
$(12,884)         -     $    -
                                       ======   ========      ========
========       =====    =======
________________________________________________________________________________
____________________________
</TABLE>

(6) One of the Company's indentures relating to senior debenture issues
contains restrictions on dividend payments by the Company and acquisitions of
its capital stock.  Under these provisions, $737,394,000 of consolidated
retained earnings was free from such restrictions at March 31, 1997.

(7) Earnings per share based on average shares outstanding was calculated by
dividing net income, as reported, by the weighted average number of common
shares outstanding for each period presented.  Primary earnings per share is
not materially dilutive for either period as compared to earnings per share
based on average shares outstanding.

Fully diluted earnings per share has been determined by adjusting net income
to exclude the after-tax interest cost on the Company's outstanding
convertible subordinated debentures.  This pro forma net income has been
divided by the sum of:  the weighted average number of common shares
outstanding; the net additional shares which would have been outstanding
assuming the exercise of potentially dilutive stock options; and the
additional shares which would have been outstanding assuming all the
convertible subordinated debentures had been converted to common shares on
January 1 of each year.  While the Rights outstanding under the Company's
Shareholder Rights Plan may have a potentially dilutive effect, they were
excluded from the calculation of fully diluted earnings per share in both
years since the conditions necessary for the exercise of such Rights were not
satisfied.

(8) In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share."  SFAS No. 128 establishes new standards for computing and presenting
earnings per share.  The Company is required to adopt the provisions of SFAS
No. 128 for its consolidated financial statements beginning with the year
ending December 31, 1997.  Upon adoption, the standard also requires the
restatement of all prior period earnings per share information presented.
The adoption of SFAS No. 128 is not expected to have a material effect on the
Company's earnings per share computations or disclosures.

                                       5

<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

FINANCIAL CONDITION

Because of the seasonal nature of the regulated subsidiaries' heating
business, a substantial portion of the Company's cash receipts for the year
are realized in the first quarter of the year.  As shown in the Condensed
Consolidated Statement of Cash Flows, net cash provided by operating
activities was $392.8 million and $281.7 million for the three months ended
March 31, 1997 and 1996, respectively.  The increase in net cash provided by
operating activities in 1997 is due in part to higher gas sales revenues in
1997, including the recovery of previously deferred purchased gas costs by the
distribution subsidiaries, and the payment of customer refunds in 1996 that
did not recur in 1997.  In addition to satisfying cash requirements for
operations, capital expenditures, and dividend payments in the current year
quarter, available cash was used to reduce the amount of commercial paper
borrowings outstanding at the end of 1996.  The Company also redeemed at
maturity its $100 million 9 3/8% debenture issue during the first quarter of
1997.

Due to the significant amount of revenues generated during the first quarter,
the consolidated balance sheet at the end of March customarily shows an
increase in cash and temporary cash investments and an increase in accounts
receivable over balances at the end of the previous year.  However, the
balance of cash and temporary cash investments at March 31, 1997, is less than
the balance at December 31, 1996, due primarily to the repayment of commercial
paper borrowings and redemption of debentures during the first quarter of
1997.

The inventory of stored gas was reduced during the first quarter of the year
due to the increased demand for gas during the winter heating season.  Under
the LIFO accounting method, the excess of the estimated current cost of
replacing inventories of gas withdrawn from storage during the early part of
the year over LIFO inventory cost at the time of withdrawal is recorded in the
income statement and as a current liability.  This liability is reduced as the
inventory is replenished later in the year, and by year-end the liability is
eliminated.

During the remainder of 1997, funds required for the capital spending program
as well as other general corporate purposes are expected to be obtained
principally from internal cash generation.  The sale of commercial paper will
be used to provide short-term financing to the subsidiaries, primarily for gas
inventory and other working capital requirements.

The Company's two short-term credit agreements totaling $775 million are
available to support commercial paper borrowings.  In addition, borrowings
under the short-term credit agreements may be used to temporarily finance
capital expenditures.  These credit agreements are currently scheduled to
expire on June 27, 1997; however, the Company expects that the agreements will
be renewed or replaced by comparable agreements.  There were no amounts
outstanding under these credit agreements at March 31, 1997.

In addition to the Company's use of commercial paper and its ability to borrow
under its short-term credit agreements, additional external financing could be
obtained, if necessary, through the issuance of new debt and/or equity
securities during the remainder of 1997.  In this regard, the Company has a
currently effective shelf registration with the SEC that would permit the sale
of up to $50 million of debt securities.  In addition, the Company has pending
before the SEC a new shelf registration that would permit the sale of up to an
additional $950 million of debt and/or equity securities.  This shelf
registration is expected to become effective in the second quarter of 1997.
The amount and timing of any future sale of securities will depend on capital
requirements, including financing necessary to enable the Company to pursue
asset acquisition opportunities, and financial market conditions.

                                       6

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)

In connection with this discussion of financial condition, reference is also
made to Notes 3, 5 and 6 to the consolidated financial statements.

RESULTS OF OPERATIONS

A major portion of the gas sold or transported by the Company's distribution
and transmission operations is ultimately used for space heating.  As a
result, earnings are affected by changes in the weather.  Because most of the
operating subsidiaries are subject to price regulation by federal or state
commissions, earnings can be affected by regulatory delays when price
increases are sought through general rate filings to recover certain higher
costs of operation.

THREE MONTHS ENDED MARCH 31, 1997 AND 1996

    System Results

The Company reported net income for the first three months of 1997 of
$171,491,000, or $1.81 per share, compared with net income of $180,800,000, or
$1.92 per share, in the first three months of 1996.  The effects of warmer
weather more than offset the favorable earnings impact of increased gas and
oil production, higher average wellhead prices for oil and cost controls
during the first three months of 1997.  Excluding the effect of weather in
both quarters and a special workforce reduction charge in the 1996 first
quarter, the Company's earnings would have been $1.94 per share in the 1997
first quarter and $1.82 per share in 1996.

Weather in the Company's retail service territories in the 1997 first quarter
was 15.3 percent warmer than 1996 and 8.0 percent warmer than normal.  The
warmer weather resulted in lower space-heating sales by the Company's
distribution subsidiaries and reduced transportation volumes by the
transmission operations.

Gas production increased 15 percent and oil production was up 24 percent in
the first three months of 1997 compared to 1996.  While the Company's average
gas wellhead price of $2.71 a thousand cubic feet (Mcf) was unchanged from
1996, the average oil wellhead price increased $.48 a barrel, to $17.28.

    Operating Revenues

Regulated gas sales revenues increased $58.3 million, to $807.6 million, in
the first three months of 1997 compared to the prior year period, with sales
volumes decreasing 20.0 billion cubic feet (Bcf) to 122.0 Bcf.  Total
regulated gas sales revenues increased while volumes were down in 1997 for
each of the Company's major customer classes - residential, commercial and
industrial.  Higher average sales rates for each category reflect both higher
gas purchase prices in 1997 and the recovery of previously deferred purchased
gas costs.  Nonregulated gas sales revenues increased $282.0 million, to
$601.2 million, while sales volumes increased 73.6 Bcf to 183.1 Bcf.  The
increases in nonregulated gas sales revenues and volumes were attributable
chiefly to the energy marketing services operations.

                                       7

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)

Gas transportation and storage revenues were $138.5 million in the 1997 first
quarter, down $4.1 million from the comparable 1996 period.  The decrease
reflects lower gas transportation revenues, which were down $6.0 million
compared to 1996 due largely to reduced transportation volumes at the
transmission operations.

Other operating revenues increased $47.3 million, to $151.3 million, in the
first three months of 1997.  Electricity sales by the energy marketing
services component increased $31.5 million compared to the 1996 period due
chiefly to higher volumes.  Revenues from oil brokering were up $13.7 million,
while revenues from the sale of oil and condensate production increased $4.9
million, both due to higher volumes and rates.  Revenues from the sale of
products extracted from natural gas increased $.8 million in the 1997 first
quarter.  Other revenues decreased $3.6 million in the first quarter of 1997
due to declines in miscellaneous revenue categories.

    Operating Expenses

Operating expenses, excluding income taxes, increased $405.0 million in the
first three months of 1997 to $1,417.9 million.  Total purchased gas expense
increased $354.1 million, to $982.4 million.  Increased volume requirements in
connection with nonregulated gas sales, higher average purchase prices and the
recognition of previously deferred purchased gas costs during the 1997 quarter
contributed to the increase.  Transport capacity and other purchased products
expense increased $43.2 million, to $115.3 million, due primarily to
electricity purchased for resale by the energy marketing services component
and oil purchased for resale by CNG Producing Company (CNG Producing).
Combined operation and maintenance expense increased $2.1 million in the 1997
first quarter due largely to higher royalties paid and higher production-
related expenses.  These higher costs were partially offset by lower employee-
related costs, lower administrative expenses and the absence of workforce
reduction costs in 1997 (see Note 4 to the consolidated financial statements,
page 4).  Depreciation and amortization expense increased $5.1 million due
primarily to higher gas and oil production volumes.  Taxes, other than income
taxes, were up $.5 million in 1997 due to higher property and production taxes.

Income taxes decreased $12.9 million in the first quarter of 1997 reflecting
pretax income of $256.1 million in that quarter, compared to pretax income of
$278.3 million in the prior year period.

    Interest Revenues and Interest Charges

Interest revenues were $.5 million in the 1997 first quarter, down $.6 million
from the prior year due in part to the resolution of certain regulatory
matters.  Total interest charges increased $2.4 million in the first three
months of 1997 due primarily to interest expense related to the $300 million
of debentures issued in the fourth quarter of 1996.

In connection with this discussion of results of operations, reference is also
made to Notes 2 and 3 to the consolidated financial statements.

                                       8

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)

DATA BY BUSINESS COMPONENTS

The following table sets forth certain data for the components of the
Company's business.

                                                           Three Months to
                                                                March 31
                                                          __________________
                                                            1997       1996
_____________________________________________________________________________
OPERATING INCOME BEFORE INCOME TAXES (In Millions)
Distribution................................              $  172.4   $  204.5
Transmission................................                  71.7       65.2
Exploration and production..................                  38.3       36.2
Energy marketing services...................                  (1.6)      (1.0)
Other.......................................                  (1.9)        .5
Corporate and eliminations..................                   1.8       (3.2)
                                                          ________   ________
  Total.....................................              $  280.7   $  302.2
                                                          ========   ========

OPERATING REVENUES (In Millions)
Distribution................................              $  858.2   $  801.6
Transmission................................                 147.4      154.8
Exploration and production..................                 165.3      142.3
Energy marketing services...................                 705.4      379.9
Other.......................................                   5.2        4.5
Corporate and eliminations..................                (182.9)    (168.0)
                                                          ________   ________
  Total.....................................              $1,698.6   $1,315.1
                                                          ========   ========

GAS SALES (In Bcf)
Distribution................................                 122.0      142.0
Exploration and production..................                  39.3       36.9
Energy marketing services...................                 192.7      115.6
Eliminations................................                 (48.9)     (43.0)
                                                          ________   ________
  Total sales...............................                 305.1      251.5
                                                          ========   ========

GAS TRANSPORTATION (In Bcf)
Distribution................................                  55.5       55.7
Transmission................................                 258.4      284.4
Exploration and production..................                    .2         .4
Energy marketing services...................                   6.0         .9
Eliminations................................                 (63.6)     (76.3)
                                                          ________   ________
  Total transportation......................                 256.5      265.1
                                                          ========   ========
_____________________________________________________________________________

                                       9

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)

    Distribution

Operating income before income taxes of the gas distribution operations was
$172.4 million in the first three months of 1997, down $32.1 million from the
1996 quarter.  Distribution throughput in the first quarter of 1997 declined
10 percent to 177.5 Bcf, reflecting weather that was both warmer than normal
and warmer than 1996.  The effect of the weather in the 1997 first quarter
more than offset the impact of lower operation and maintenance expenses
compared to the prior year period.

Residential gas sales volumes decreased 12.3 Bcf in the first three months of
1997 to 92.6 Bcf.  Sales to commercial customers declined 6.7 Bcf to 27.3 Bcf
while volumes transported to these customers increased 2.1 Bcf to 16.1 Bcf.
Total deliveries to industrial customers decreased 2.1 Bcf, to 39.0 Bcf,
compared with the prior year.  Industrial transport volumes were down 1.1 Bcf
to 37.1 Bcf, while sales volumes declined 1.0 Bcf to 1.9 Bcf.  Off-system
transport volumes were down 1.2 Bcf in the 1997 quarter.

    Transmission

Operating income before income taxes of the gas transmission operations in the
1997 first quarter was $71.7 million, up $6.5 million from $65.2 million in
the 1996 period.  The increase in operating results for 1997 reflect lower
costs and the settlement of certain regulatory issues.  Also, the 1996 first
quarter included workforce reduction charges totaling $3.4 million that did
not recur in 1997.  Gas throughput, consisting entirely of transportation
volumes, was 258.4 Bcf in the first quarter of 1997, down from 284.4 Bcf in
1996.

    Exploration and Production

The exploration and production operations reported operating income before
income taxes of $38.3 million in the first three months of 1997, compared to
$36.2 million in the first quarter of 1996.  The 1997 first quarter results
reflect increased gas and oil production and higher oil wellhead prices
compared to 1996.  These factors were somewhat offset by the increased costs
related to bringing certain new production projects on line in the first
quarter, and increased workover activity.

The Company's average gas wellhead price was $2.71 per Mcf in the 1997 first
quarter, unchanged from 1996.  Gas production in the first three months of
1997 was 36.3 Bcf, up 15 percent from 31.7 Bcf in 1996 due largely to
production from several new fields in the Gulf of Mexico.  The Company's
average oil wellhead price increased to $17.28 a barrel in the 1997 quarter
from $16.80 in the prior year.  Oil production in the first quarter of 1997
was 1,239,500 barrels, up 24 percent from 1,002,700 barrels in 1996.  The
increase in oil production is due partially to the impact of Neptune, a
deep-water project in the Gulf of Mexico which began production in March 1997,
and increased drilling activity in Canada.

    Energy Marketing Services

Energy marketing services reported an operating loss before income taxes of
$1.6 million in the first three months of 1997, compared to an operating loss
before income taxes of $1.0 million in 1996.  The loss in the 1997 period
reflects higher overhead costs incurred related to growing the power marketing
business.  Total throughput for this component was 198.7 Bcf in the first
quarter of 1997, an increase from 116.5 Bcf in 1996.  Power marketing, or
electricity sold, increased in the first quarter of 1997 to 2,599,000
megawatt-hours compared with 792,000 megawatt-hours in 1996.

This component reported equity income of $1.7 million in the first quarter
of 1997, compared to $.6 million in 1996, in connection with its ownership
interests in seven independent power plants and several joint ventures.
These amounts are not included in operating income before income taxes.

                                       10

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Concluded)

SELECTED TWELVE-MONTH DATA

The following selected financial data (unaudited) relates to the twelve months
ended March 31, 1997 (in thousands of dollars):

______________________________________________________________________________
Operating revenues.....................................             $4,177,824
Operating expenses.....................................              3,651,338
    Operating income before income taxes...............                526,486
Income taxes...........................................                142,918
Other income...........................................                 10,903
Interest charges.......................................                105,507
    Net income.........................................             $  288,964*
    Earnings per share of common stock.................                  $3.05*
    Average common shares outstanding (thousands)......                 94,662
Times fixed charges earned.............................                   4.49
______________________________________________________________________________
*Includes charges related to workforce reductions totaling $7,786,000 after
 taxes, or 8 cents a share.

OTHER INFORMATION

    Exploration and Production

CNG Producing, acting alone or with partners, was the high bidder on six
tracts offered at the federal government's March 5, 1997 Gulf of Mexico lease
sale.  The Company's bids totaled $11.7 million for 100 percent working
interests in five tracts and a 50 percent working interest in the remaining
property.  The bids must still be accepted by the government.

FORWARD-LOOKING INFORMATION

Certain matters discussed in this Form 10-Q, including Management's Discussion
and Analysis of Financial Condition and Results of Operations, are "forward-
looking statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995.  These
forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes,"
"anticipates," "expects" or words of similar import.  Similarly, statements
that describe the Company's future plans, objectives or goals are also
forward-looking statements.  Such statements may address future events and
conditions concerning capital expenditures, earnings, litigation, rate and
other regulatory matters, liquidity and capital resources, and financial
accounting matters.  Actual results in each instance could differ materially
from those currently anticipated in such statements, due to factors such as:
natural gas and electric industry restructuring, including ongoing state and
federal activities; the weather; demographics; general economic conditions and
specific economic conditions in the Company's distribution service areas;
developments in the legislative, regulatory and competitive markets in which
the Company operates; and other circumstances affecting anticipated revenues
and costs.

                           **********

In connection with the financial information included in PART I of this
report, reference is made to the Company's 1996 Form 10-K and Exhibit 99
thereto.

                                       11

<PAGE>

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
There have been no material new legal proceedings instituted in the first
quarter of 1997, and there have been no material developments during the
quarter in the legal proceedings disclosed in the Company's 1996 Form 10-K as
then pending.

ITEM 2.   CHANGES IN SECURITIES
(a) None.
(b) Limitations on the payment of dividends by the Company are set forth in
Note 6 to the consolidated financial statements, page 5, and reference is made
thereto.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM 5.   OTHER INFORMATION
None, other than as described elsewhere in this report.

ITEM 6.   EXHIBITS, AND REPORTS ON FORM 8-K

REPORTS ON FORM 8-K  -  None

EXHIBITS

______________________________________________________________________________
  SEC
Exhibit
 Number                 Description of Exhibit
______________________________________________________________________________

  (11)  Statement re Computation of Per Share Earnings:
        Computations of Earnings Per Share of Common Stock, Primary Earnings
        Per Share, and Fully Diluted Earnings Per Share of Consolidated
        Natural Gas Company and Subsidiaries for the three months ended March
        31, 1997 and 1996

  (12)  Statement re Computation of Ratios:
        Ratio of Earnings to Fixed Charges of Consolidated Natural Gas Company
        and Subsidiaries for the twelve months ended March 31, 1997

  (27)  Financial Data Schedule has been filed electronically
______________________________________________________________________________

                                       12

<PAGE>

                           SIGNATURES

    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.



                                           CONSOLIDATED NATURAL GAS COMPANY
                                       _______________________________________
                                                     (Registrant)



                                                     D. M. Westfall
                                       _______________________________________
                                                     D. M. Westfall
                                                 Senior Vice President
                                              and Chief Financial Officer



                                                    S. R. McGreevy
                                       _______________________________________
                                            S. R. McGreevy, Vice President,
                                            Accounting and Financial Control

May 12, 1997

                                       13
<PAGE>


                                EXHIBIT INDEX
______________________________________________________________________________
  SEC
Exhibit
 Number                 Description of Exhibit
______________________________________________________________________________

  (11)  Statement re Computation of Per Share Earnings:
        Computations of Earnings Per Share of Common Stock, Primary Earnings
        Per Share, and Fully Diluted Earnings Per Share of Consolidated
        Natural Gas Company and Subsidiaries for the three months ended March
        31, 1997 and 1996 is filed herewith

  (12)  Statement re Computation of Ratios:
        Ratio of Earnings to Fixed Charges of Consolidated Natural Gas Company
        and Subsidiaries for the twelve months ended March 31, 1997 is filed
        herewith

  (27)  Financial Data Schedule is filed herewith
______________________________________________________________________________