UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
__________________________________
IN THE MATTER OF AMENDED AND RESTATED
NATIONAL FUEL GAS COMPANY CERTIFICATE
FILE NO. 70-8109 PURSUANT TO
RULE 24
(Public Utility Holding Company
Act of 1935)
__________________________________
This is to certify, pursuant to Rule 24 under the Public
Utility Holding Company Act of 1935, as amended, that the
transactions referred to below have been carried out in accordance
with the terms and conditions of and for the purposes represented by
the Declaration, as amended, of National Fuel Gas Company
("National"), in the above file, and pursuant to the Order dated
March 5, 1993 of the Securities and Exchange Commission with respect
thereto.
On December 7, 1993, the Compensation Committee of the Board
of Directors of National awarded Restricted Stock pertaining to 8,000
shares of National's common stock pursuant to the National Fuel Gas
Company 1993 Award and Option Plan ("Plan") to the following four
individuals:
NAME NUMBER OF
SHARES GRANTED
Walter E. DeForest 2,000
Bruce H. Hale 2,000
Dennis J. Seeley 2,000
David F. Smith 2,000
On December 28, 1993, the Compensation Committee of the
Board of Directors of National awarded Restricted Stock pertaining to
113,494 shares of National's common stock pursuant to the Plan to the
following three individuals:
NAME NUMBER OF
SHARES GRANTED
Philip C. Ackerman 27,300
Richard Hare 26,952
Bernard J. Kennedy 59,242
The total number of shares of restricted stock awarded under
the Plan during the time period October 1, 1993 - December 31, 1993
was 121,494. No options were granted or other awards made under the
Plan during that period.
This certificate amends and restates the previous Rule 24
Certificate in File No. 70-8109 which was filed with the Securities
and Exchange Commission on January 18, 1994 for the period October 1,
1993 - December 31, 1993.
In witness WHEREOF, National has caused this certificate to
be executed this 31st day of January, 1994.
By___/s/ Richard M. DiValerio_
Richard M. DiValerio
Secretary
