NATIONAL FUEL GAS CO
35-CERT, 1994-11-23
NATURAL GAS DISTRIBUTION
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       UNITED STATES OF AMERICA
            Before the
SECURITIES AND EXCHANGE COMMISSION          
____________________________________________

            In the Matter of
                                                     TENTH
NATIONAL FUEL GAS COMPANY                            CERTIFICATE
NATIONAL FUEL RESOURCES, INC.                        PURSUANT TO
                                                     RULE 24
File No. 70-7833

(Public Utility Holding Company Act of 1935)
____________________________________________


         In accordance with the terms of the Order dated 

December 20, 1991 issued to National Fuel Gas Company ("National") 

authorizing National to acquire the common stock of National Fuel 

Resources, Inc. ("NFR") (File No. 70-7833, HCAR No. 35-25437), 

attached as Exhibit A is an Income Statement of NFR for the Nine 

and Twelve Months ended June 30, 1994.  Also attached as Exhibit 

B, is the Balance Sheet of NFR as of June 30, 1994.

         IN WITNESS WHEREOF, the undersigned companies have duly 

caused this Certificate to be signed this 23rd day of November, 

1994.


                                  NATIONAL FUEL RESOURCES, INC.


                                  By /s/David F. Smith           
                                     David F. Smith, President


                                  NATIONAL FUEL GAS COMPANY


                                  By /s/Gerald T. Wehrlin        
                                     Gerald T. Wehrlin, Controller



                                                   EXHIBIT A - FILE NO. 70-7833

                         NATIONAL FUEL RESOURCES, INC.

                               INCOME STATEMENT
                                  (Unaudited)

                                                Nine Months       Twelve Months
                                                   Ended             Ended
                                                 June 1994         June 1994  

Operating Revenues:
   Gas - Retail                                  $36,438,060       $40,525,952
   Gas - Wholesale                                 5,787,790         6,149,087
   Other                                               1,625          (17,831)
   Partnership Income                                    (1)           777,880
                                                  ___________      ____________

                                                 $42,227,474       $47,435,088
                                                  ___________      ____________

Operating Expenses:
   Purchase Gas                                   39,728,844        43,508,392
   General and Administrative                        706,536         1,063,724
   Depletion, Depreciation and Amortization            1,378             1,838
   Franchise and Other Taxes                         219,431           198,926
                                                  ___________      ____________

                                                 $40,656,189       $44,772,880
                                                  ___________      ____________

Operating Income (loss)                           $1,571,285        $2,662,208
                                                  ___________      ____________

Interest Income                                       83,141           101,634
Interest Expense                                       5,767             9,650
Amortization and Misc Deductions                    (26,103)          (34,630)
                                                  ___________      ____________

                                                    $103,477          $126,614
                                                  ___________      ____________

Net Income Before Tax                             $1,674,762        $2,788,822
                                                  ___________      ____________

Income Taxes:
   Federal                                           555,704           313,859
   State                                              97,711            35,039
   Deferred                                         (35,478)           728,464
                                                  ___________      ____________

                                                    $617,937        $1,077,362
                                                  ___________      ____________

Net Income                                        $1,056,825        $1,711,460
                                                  ===========      ============




                                                     FILE NO. 70-7833
                                                     EXHIBIT B (PAGE 1 OF 2)



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                               AT JUNE 30, 1994
                                  (Unaudited)


ASSETS

Current Assets:

      Cash                                            $  286,456
      Short Term Investments                           3,842,059
      Accounts Receivable                              4,868,039
      Accounts Receivable-Intercompany                    18,299
      Reserve for Doubtful Accounts                    (117,000)
      Other Current Assets                                82,791
                                                      ___________

                                                      $8,980,644

Property, Plant, and Equipment
      Furniture and Fixtures                              18,144
      Less - Accumulated Depreciation                      5,054
                                                      ___________

                                                         $13,090

Other Assets:

      Long Term Investments                              323,807
      Other Deferred Debits                                7,574
      Deferred Tax Asset                                  55,515
                                                      ___________

                                                      $  386,896
                                                      ___________

                                                      $9,380,630
                                                      ===========


                                                     FILE NO.70-7833
                                                     EXHIBIT B (PAGE 2 OF 2)



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                               AT JUNE 30, 1994
                                  (Unaudited)


LIABILITIES

Current Liabilities:
      Accounts Payable                                $1,958,945
      Accrued Liabilities                                219,273
      Accrued Sales Tax                                    6,326
      Current Income Taxes-Federal                       524,283
                          -State                          91,936
      Accounts Payable-Intercompany                      561,367
      Notes Payable-Intercompany                              --
                                                      ___________

                                                       3,362,130


Long Term Liabilities:

      Deferred Income Taxes                              488,382
      Miscellaneous Deferred Credits                      39,329
                                                      ___________

                                                      $  527,711

Stockholder's Equity:

      Common Stock                                        10,000
      Capital Paid in Excess of Par                    3,490,000
      Retained Earnings                                1,990,788
                                                      ___________

                                                      $5,490,789
                                                      ___________

                                                      $9,380,630
                                                      ===========



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