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                                                                February 6, 1995




Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

                      Interim Report Under Rule 24 of the
                   Public Utility Holding Company Act of 1935
                      The Columbia Gas System, Inc. ("CG")
                      TriStar Ventures Corporation ("TVC")

                                File No. 70-8012

Gentlemen:

          In accordance with the terms and conditions of Rule 24 under the
Public Utility Holding Company Act of 1935, and the Orders of the Commission
dated September 17, 1992 and November 9, 1992 (the "Orders") authorizing
transactions as more fully described in the Application-Declaration as amended
(the "Application"), the undersigned hereby certifies that during the period
from October 1, 1994 through December 31, 1994, in accordance with the
undertaking contained in the Application, TVC hereby delivers the following
information.

     1.   TVC disbursed $775,508 as part of its preliminary project development
          program.

     2.   The Columbia Gas Distribution Companies rendered no managerial
          services to TVC.

          Attached is a "past tense" opinion of Counsel which is provided to the
Commission to complete this file.

                              Very truly yours,

                              THE COLUMBIA GAS SYSTEM, INC.



                              By:   /s/ L. J. Bainter
                                   ---------------------------
                                   L. J. Bainter
                                   Treasurer



                              TRISTAR VENTURES CORPORATION



                              By:    /s/ D. P. Detar
                                   ---------------------------
                                    D. P. Detar
                                    Treasurer

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                                                            January 30, 1995


U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

          Re:  The Columbia Gas System, Inc., et al.
               File No. 70-8012

     I have acted as Counsel for The Columbia Gas System, Inc. ("Columbia"), a
Delaware corporation and holding company registered under the Public Utility
Holding Company Act of 1935 (the "Act"), in connection with the Joint
Application-Declaration on Form U-1 (File No. 70-8012) of Columbia and certain
of its subsidiary companies, including TriStar Ventures Corporation ("TVC"),
TriStar Binghamton General Corporation, TriStar Binghamton Limited Corporation,
TriStar Vineland General Corporation, TriStar Vineland Limited Corporation,
TriStar Georgetown General Corporation and TriStar Georgetown Limited
Corporation (hereinafter referred to collectively as the "Cogeneration
Subsidiaries"), and indirect subsidiaries Vineland Cogeneration Limited
Partnership ("VCLP") and Georgetown Cogeneration, L.P. ("GCLP"), as amended by
Post-Effective Amendments 1, 2, 3, 4, 5 and 6 (hereinafter referred to
collectively as the "Application-Declaration") relating to:

1.   through December 31, 1993, the issuance by TVC, and acquisition thereof by
     Columbia, of up to $21 million in either a) shares of Common Stock $25 par
     value per share, for $290 per share in cash, or b) installment promissory
     notes; and

2.   the investment by TVC of the $21 million, plus cash on hand and refunds of
     development contributions received, through the issuance by, and the
     purchase thereof by TVC, of shares of Common Stock $25 par value per
     share, or installment promissory notes, or through capital contributions
     to, the Cogeneration Subsidiaries, TVC Nine Corporation, TVC Ten
     Corporation, and/or Cogeneration Partners of America, as follows:  up to
     $9.6 million in TriStar Binghamton General Corporation and TriStar
     Binghamton Limited Corporation; up to $9.9 million in TriStar Vineland
     General Corporation and TriStar Vineland Limited Corporation; and through
     December 31, 1994, up to $10 million in preliminary development and
     administrative activities, either directly or indirectly 

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     through TVC Nine Corporation, TVC Ten Corporation, Cogeneration
     Partners of America, the Vineland Cogeneration Subsidiaries, and/or the
     Georgetown Cogeneration Subsidiaries; and

3.   investments by the Cogeneration Subsidiaries through equity contributions
     or contingent equity commitments, as required, as follows: up to $9.6
     million by the Binghamton Cogeneration Subsidiaries for the Binghamton
     project; and up to $9.9 million by the Vineland Cogeneration Subsidiaries
     for the Vineland project.


          The above items 1 through 3, as more fully described in the
Application-Declaration, are hereinafter referred to as the "Proposed
Transactions."(1)

          In connection with the above, I have examined:

(i)       The Application-Declaration;

(ii)      a copy of the Restated Certificate of Incorporation of Columbia and
          the Certificates of Incorporation of TVC, the Cogeneration
          Subsidiaries and TVC;

(iii)     the Order of the U.S. Bankruptcy Court for the District of Delaware
          dated August 2, 1991 authorizing Columbia to continue financing of
          nondebtor subsidiaries;

(iv)      the Secured Revolving Credit Agreement dated September 23, 1991,
          approved by FINAL ORDER AUTHORIZING COLUMBIA GAS SYSTEM, INC. TO (i)
          BORROW MONIES AND (ii) GRANT SENIOR AND JUNIOR LIENS AND
          SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS PURSUANT TO 11 U.S.C.
          Section 364(c) of the Bankruptcy Court entered September 10, 1991, 
          and by Order of this Commission dated September 20, 1991 (HCAR No. 
          35-25380) (superseded by the Amended and Restated Credit Agreement 
          dated September 15, 1994, between Columbia and Chemical Bank, 
          approved by FINAL ORDER AUTHORIZING THE COLUMBIA GAS SYSTEM, INC., TO


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    (1)Vineland Cogeneration Limited Partnership ("VCLP") also sought, and
received, authority for project financing.  At the time VCLP obtained
project financing, however, the Vineland Cogeneration Subsidiaries--as
contemplated by the Application-Declaration--had sold their VCLP
interests so that VCLP was no longer an indirect subsidiary of Columbia
and TVC.  The Vineland Cogeneration Subsidiaries later repurchased VCLP
interests and made investments in the Vineland project through equity and
contingent equity commitments.





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          AMEND SECURED REVOLVING CREDIT AGREEMENT AND SECURITY AGREEMENT of
          the Bankruptcy Court entered August 16, 1994 and by Order of the
          Commission dated September 12, 1994 (HCAR No. 35-26120));

(v)       HCAR Nos. 25635 (Sept. 17, 1992) and 25672 (Nov. 9, 1992) (the
          "Orders"); and

(vi)      such other documents, records and matters of law I deemed necessary
          to enable me to render this Opinion.

          Based upon the foregoing and relying thereupon, I am of the opinion
that:

     (a)  all state laws applicable to the Proposed Transactions have been
          complied with;

     (b)  TVC and each of the Cogeneration Subsidiaries that issued stock to
          TVC are validly organized and duly existing corporations in their
          state of incorporation;

     (c)  the August 2, 1991 Order from the Bankruptcy Court has been complied
          with;

     (d)  the common stock issued by TVC and any Cogeneration Subsidiary is
          fully paid, non-assessable, and Columbia or TVC, as the case may be,
          as the holder thereof is entitled to the rights and privileges
          appertaining thereto as set forth in the Charter of the issuing
          company, and Columbia and TVC have legally acquired such common
          stock;

     (e)  any notes issued by TVC, the Cogeneration Subsidiaries, TVC Nine
          Corporation, TVC Ten Corporation, and/or Cogeneration Partners of
          America as part of the Proposed Transactions are valid and binding
          obligations of the issuer in accordance with the terms of said notes
          and Columbia or TVC, as the case may be, has legally acquired any
          such notes;

     (f)  the consummation of the Proposed Transactions does not violate the
          legal rights of the holders of any securities issued by Columbia,
          TVC, the Cogeneration Subsidiaries, TVC Nine Corporation, TVC Ten
          Corporation or Cogeneration Partners of America, or by any associate
          company thereof; and

     (g)  the Proposed Transactions that were consummated were carried out in
          accordance with the Orders and terms of the Application-Declaration.
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          I hereby consent to the filing of this Opinion together with the
Certificate of the corporations filed pursuant to Rule 24.

                                        Very truly yours,


                                         /s/ Joyce Koria Hayes
                                        -------------------------
                                        Joyce Koria Hayes
                                        Associate General Counsel
                                        and Assistant Secretary

                                        Columbia Gas System
                                         Service Corporation