UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_______________________________
IN THE MATTER OF
NATIONAL FUEL GAS COMPANY CERTIFICATE
FILE NO. 70-6912 PURSUANT TO RULE
70-7049 24
70-7581
(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 files, and pursuant to the
Orders dated January 10, 1984 (File No. 70-6912), April 23, 1984 (File No.
70-6967), January 16, 1985 (File No. 70-7049), May 1, 1987 (File No. 70-7369)
December 28, 1988 (File No. 70-7581), and March 5, 1993 (File No. 70-8111),
of the Securities and Exchange Commission with respect thereto.
The following individuals, during the period January 1, 1994 through
March 31, 1994, exercised Non-qualified Stock Options ("NSO's") and Incentive
Stock Options ("ISO's") as identified below:
Number of
Number of Shares of
Exercise Shares Stock Used
Type Date Price Acquired in Stock-
of of Per Exercise Through for-Stock
Name Grant Grant Share Date Exercise Exercise
Joseph P. Pawlowski ISO 6/14/90 $23.8125 1/14/94 4,199 3,960 (1)
Joseph P. Pawlowski ISO 10/21/91 23.875 1/14/94 1,650
Joseph P. Pawlowski NSO 1/6/87 19.78125 1/14/94 6,000 -0-
Joseph P. Pawlowski NSO 4/20/88 18.75 1/14/94 2,060 -0-
Lloyd E. Hahn NSO 1/6/87 19.78125 1/18/94 1,000 1,351 (2)
Lloyd E. Hahn NSO 3/27/89 18.00 1/18/94 1,500
Bernard J. Kennedy NSO 4/20/88 18.75 3/4/94 11,000 -0-
(1) On January 14, 1994, Mr. Pawlowski tendered 3,960 shares of National
Fuel Gas Company common stock he owned to exercise 5,849 NSO's.
(2) On January 18, 1994, Mr. Hahn tendered 1,351 shares of National Fuel Gas
Company stock he owned to exercise 2,500 NSO's.
These were the only exercises of options pursuant to the National
Fuel Gas Company 1984 Stock Plan or the National Fuel Gas Company 1983
Incentive Stock Option Plan during the period January 1, 1994 - March 31,
1994.
IN WITNESS WHEREOF, National has caused this Certificate to be
executed this 7th day of April, 1994.
By _/s/ Richard M. DiValerio
Richard M. DiValerio
Secretary
