Exhibit 3

                        [PRESS RELEASE]


       CNG Announces Details of Shareholders Rights Plan


          PITTSBURGH, January 23, 1996 -- The board of direc-
tors of Consolidated Natural Gas Company today announced
details of its previously announced shareholder rights plan.
The board has declared the rights as a non-cash dividend to be
distributed to its shareholders of record as of February 28,
1996.

          The plan, announced on November 13, is designed to
ensure that all shareholders receive fair and equal treatment
in the event of a proposed takeover.  The board said the plan
was adopted as part of its fiduciary responsibility to the
shareholders, and was not in response to any specific effort to
acquire control of CNG.  The board of directors is not aware of
any such effort.

          Under the plan, stockholders will receive one right
for each share held, and that right will entitle the holder to
buy one-half share of CNG common stock for $87.50.  The rights
will stay with the shares and be exercisable only if a person
or group were to acquire 10 percent or more of CNG's outstand-
ing common stock, or announce a tender or exchange offer that
would result in the acquisition of 10 percent or more of CNG's
outstanding stock.

          CNG can redeem the rights at $.01 per right for 10
days after they become exercisable.  They will expire at the
close of business on February 28, 2006.  Details of the plan
are outlined in materials that will be mailed to all common
stockholders in March.

          CNG is joining over 1,700 American public companies,
including more than half the Fortune 500 companies, who have
adopted shareholder rights plans.

          As of December 31, 1995, there were 93,591,623 shares
of CNG common stock outstanding.  CNG's stock is widely held.
The company has over 40,000 registered stockholders, including
over 285 institutions, and no individual or institution hold
more than 2 percent of its stock.  Over 7,000 employees and




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retirees hold about 13.5 percent of the stock through various
benefit and stock ownership plans.

          CNG is one of the nation's largest producers, trans-
porters, distributors and marketers of natural gas, and offers
a variety of energy marketing services throughout North Amer-
ica.  The company's natural gas transmission and distribution
operations serve customers in Ohio, Pennsylvania, Virginia,
West Virginia, New York and other states in the Northeast and
Mid-Atlantic regions.  CNG explores for and produces natural
gas and oil in the United States and Canada.