UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               _________________

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934

                     FOR THE YEAR ENDED DECEMBER 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) 690-1000
                IRS EMPLOYER IDENTIFICATION NUMBER 13-0596475
                               _________________

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Common Stock:                                 Registered:
  $2.75 Par Value                             New York Stock Exchange

Common Stock Purchase Rights                  New York Stock Exchange

Debentures:                                 
   6.80% Debentures Due December 15, 2027     New York Stock Exchange
  6 5/8% Debentures Due December 1, 2008      New York Stock Exchange
  6 7/8% Debentures Due October 15, 2026      New York Stock Exchange
  7 3/8% Debentures Due April 1, 2005         New York Stock Exchange
  6 5/8% Debentures Due December 1, 2013      New York Stock Exchange
  5 3/4% Debentures Due August 1, 2003        New York Stock Exchange
  5 7/8% Debentures Due October 1, 1998       New York Stock Exchange
  8 3/4% Debentures Due October 1, 2019       New York Stock Exchange
  8 3/4% Debentures Due June 1, 1999          New York Stock Exchange
  8 5/8% Debentures Due December 1, 2011      New York Stock Exchange


    SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  NONE
                               _________________

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    X
                              _____

     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     
                                         ______   ______

     The aggregate market value of the voting stock held by non-affiliates of
the registrant amounted to $4,934,057,461 as of January 31, 1998.  It was
assumed in this calculation that the registrant's affiliates are all of its
directors and/or officers, and they beneficially owned 242,663 shares of voting
stock at that date.

     Shares of Common Stock, $2.75 Par Value, outstanding at January 31, 1998:
91,088,370.

     The registrant's "Notice of Annual Meeting and Proxy Statement, 1998" and
Appendix 1 thereto are hereby incorporated by reference into Parts I, II, III
and IV of this Form 10-K.

<PAGE>

NOTE:  This Amendment to the Registrant's 1997 Annual Report on Form 10-K is 
       being filed solely to include restated financial data schedules for 1997
       and 1996 interim periods and for 1996 and 1995 annual periods to reflect
       the adoption of Statement of Financial Accounting Standards No. 128,
       "Earnings Per Share."

                                  EXHIBIT INDEX
______________________________________________________________________________
  SEC
Exhibit
 Number                           Description of Exhibit
______________________________________________________________________________

  (3)  Articles of Incorporation and By-Laws:
       (3A)   Certificate of Incorporation of Consolidated Natural Gas 
              Company, restated October 4, 1990 (incorporated by reference to 
              Exhibit A-1 to the Application-Declaration of Consolidated 
              Natural Gas Company on Form U-1, File No. 70-7811), as amended
              May 31, 1996 (such amendment incorporated by reference to Exhibit
              4 (B) to the Form S-3 Registration Statement under Securities Act
              of 1933, Consolidated Natural Gas Company, Registration No.
              333-10869)

       (3B)   By-Laws of Consolidated Natural Gas Company, last amended 
              February 17, 1998, were filed March 19, 1998 with 1997 Form 10-K

  (4)  Instruments Defining the Rights of Security Holders, Including 
       Indentures:
       (4A)   (1)  Indentures of Consolidated Natural Gas Company:
              Indentures of Consolidated Natural Gas Company are incorporated 
              by reference to previously filed material as indicated on the 
              list filed March 19, 1998 with 1997 Form 10-K

              (2)  Note Purchase Agreement of Virginia Natural Gas:
              Note Purchase Agreement dated as of January 1, 1989, between 
              Virginia Natural Gas, Inc. and the Aid Association for Lutherans 
              relating to $20,000,000 principal amount of 9.94% Senior Notes, 
              Series A, due January 1, 1999 (incorporated by reference to 
              Exhibit B-1 to the Application-Declaration of Consolidated 
              Natural Gas Company on Form U-1, File No. 70-7667)

       (4B)   Section 203 of the Delaware General Corporation Law, "Business 
              Combinations With Interested Stockholders," effective 
              February 2, 1988 (incorporated by reference to Exhibit (4B) 
              filed with Consolidated Natural Gas Company's Form 10-K for the 
              year ended December 31, 1987, File No. 1-3196).  Other portions
              of the Delaware General Corporation Law affecting security holder
              rights are considered routine and are not filed hereunder

       (4C)   Description of Consolidated Natural Gas Company Rights Agreement,
              is hereby incorporated by reference to Exhibit 1 to the Current
              Report on Form 8-K filed on January 23, 1996

 (10)  Material Contracts:
       The following exhibits are filed with this Form 10-K by being
       incorporated by reference to their filing in the Company's Forms 10-K
       for previous years.  The following table indicates for each of such
       exhibits the Form 10-K, File No. 1-3196, where such exhibit was filed.
       Exhibits not included in this table were filed March 19, 1998 with 1997
       Form 10-K or incorporated by reference to another source as indicated
       below.
       Form 10-K Exhibit Number                   Reporting Year of Form 10-K
       ________________________                   ___________________________

       (10A), (10B), (10C), (10E), (10G)                     1987
       (10H), (10I)                                          1989
       (10J), (10L)                                          1994
       (10D), (10K), (10N)                                   1995
       (10M), (10O), (10P), (10Q)                            1996

       (10A)  Form of Split Dollar Insurance Agreement between Consolidated 
              Natural Gas Company and certain employees and Directors

<PAGE>
______________________________________________________________________________
  SEC
Exhibit
 Number                           Description of Exhibit
______________________________________________________________________________

       (10B)  Form of Supplemental Death Benefit Payment Agreement between 
              Consolidated Natural Gas Company and certain employees and 
              Directors

       (10C)  Consolidated Natural Gas Company Supplemental Retirement Benefit
              Plan

       (10D)  System Supplemental Retirement Plan for Certain Management 
              Employees of Consolidated Natural Gas Company and Its 
              Participating Subsidiaries, as amended December 12, 1995

       (10E)  Form of agreement between Consolidated Natural Gas Company and 
              nonemployee Directors for deferral of payment of retainer and 
              attendance fees, effective before 1987

       (10F)  Deferred Compensation Plan for Directors of Consolidated Natural 
              Gas Company, effective for years beginning with 1987, as amended 
              February 18, 1997, was filed March 19, 1998 with 1997 Form 10-K

       (10G)  Consolidated Natural Gas Company Cash Incentive Bonus Deferral 
              Plan

       (10H)  Form of Change of Control Employment Agreement between 
              Consolidated Natural Gas Company and certain employees

       (10I)  Form of Change of Control Salary Continuation Agreement 
              between Consolidated Natural Gas Company and certain employees

       (10J)  Description of Consolidated Natural Gas Company Annual Executive 
              Incentive Program, as amended December 13, 1994.  Attachment C as
              amended February 18, 1997 was filed March 19, 1998 with 1997
              Form 10-K

       (10K)  Unfunded Supplemental Benefit Plan for Employees of Consolidated 
              Natural Gas Company and Its Participating Subsidiaries Who Are 
              Not Represented by a Recognized Union, as amended December 12,
              1995

       (10L)  Consolidated Natural Gas Company Non-Employee Directors'
              Restricted Stock Plan

       (10M)  Consolidated Natural Gas Company 1995 Employee Stock Incentive
              Plan, as amended September 10, 1996

       (10N)  Form of Change of Control Employment Agreement between
              Consolidated Natural Gas Company and certain employees dated
              December 12, 1995

       (10O)  Consolidated Natural Gas Company 1991 Stock Incentive Plan, as
              amended September 10, 1996

       (10P)  Trust Agreement between Consolidated Natural Gas Company and
              Mellon Bank (Trustee) relating to funding of certain beneficial
              plans for certain employees, dated June 1, 1995

       (10Q)  Consolidated Natural Gas Company 1997 Stock Incentive Plan,
              is incorporated by reference to Exhibit A in the Company's 1997
              definitive proxy statement filed with the SEC

<PAGE>
______________________________________________________________________________
  SEC
Exhibit
 Number                           Description of Exhibit
______________________________________________________________________________

 (11)  Statement re Computation of Per Share Earnings:  
       Computations of Earnings Per Common Share - Basic, and Earnings Per
       Common Share - Diluted of Consolidated Natural Gas Company and
       Subsidiaries for the years ended December 31, 1995 through 1997, were
       filed March 19, 1998 with 1997 Form 10-K

 (12)  Statement re Computation of Ratios:
       Ratio of Earnings to Fixed Charges of Consolidated Natural Gas Company 
       and Subsidiaries for the calendar years 1993-1997, inclusive, were filed
       March 19, 1998 with 1997 Form 10-K

 (21)  Subsidiaries of the Registrant:
       Subsidiaries of Consolidated Natural Gas Company, was filed March 19,
       1998 with 1997 Form 10-K

 (23)  Consents of Experts and Counsel: 
       (23A)  Report of Ralph E. Davis Associates, Inc., independent 
              geologists, dated February 11, 1998, and consent letter 
              authorizing the filing of such report as an exhibit to 
              Consolidated Natural Gas Company's Form 10-K for the year ended
              December 31, 1997, were filed March 19, 1998 with 1997
              Form 10-K
       (23B)  Consent of Price Waterhouse LLP - included as part of ITEM
              14 of 1997 Form 10-K filed March 19, 1998

 (27)  Financial Data Schedule for 1997 was filed March 19, 1998 with
       1997 Form 10-K

 (27.1)Restated Financial Data Schedule for 1997 interim periods is filed
       herewith

 (27.2)Restated Financial Data Schedule for 1996 interim periods is filed
       herewith

 (27.3)Restated Financial Data Schedule for 1996 is filed herewith

 (27.4)Restated Financial Data Schedule for 1995 is filed herewith

 (99)  Appendix I to the Consolidated Natural Gas Company "Notice of Annual
       Meeting and Proxy Statement, 1998," was filed March 19, 1998 with
       1997 Form 10-K


<PAGE>

                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to its report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                           CONSOLIDATED NATURAL GAS COMPANY
                                       _______________________________________
                                                     (Registrant)


                                      By:            D. M. WESTFALL
                                         _______________________________________
                                                    (D. M. Westfall)
                                                 Senior Vice President,
                                                Non-Regulated Business
                                              and Chief Financial Officer

June 5, 1998