UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
__________________________________
IN THE MATTER OF
NATIONAL FUEL GAS COMPANY 2nd CERTIFICATE
FILE NO. 70-8291 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 Declarations of National Fuel Gas Company ("National"), as
amended, in the above file, and pursuant to the Order dated November
30, 1993, of the Securities and Exchange Commission with respect
thereto.
On March 24, 1994, Empire Exploration, Inc. ("Empire")
delivered 2,173 shares of National Fuel Gas Company Common Stock
(plus associated accrued dividends) to Kidder Exploration, Inc.
("Kidder"). These shares had been held by Empire for seventy days
from the date of Closing to enable Empire to verify gas production
for the two month period prior to Closing.
IN WITNESS WHEREOF, National has caused this Certificate to
be executed this 24th day of March, 1994.
By:/s/Richard M. DiValerio
Richard M. DiValerio
Secretary
