UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
__________________________________
IN THE MATTER OF
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 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 National
Fuel Gas Company 1993 Award and Option Plan ("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
In witness WHEREOF, National has caused this certificate to
be executed this 18th day of January, 1994.
By /s/ Richard M. DiValerio___
Richard M. DiValerio
Secretary
