NATIONAL FUEL GAS CO
35-CERT, 1994-12-22
NATURAL GAS DISTRIBUTION
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      PAGE 1
                                                 File No. 70-7674

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

        TWENTY FIRST CERTIFICATE OF NOTIFICATION PURSUANT TO RULE 24
                                   UNDER
              THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                         National Fuel Gas Company
                            10 Lafayette Square
                          Buffalo, New York 14203

            (Name of company or companies filing this statement
               and addresses of principal executive offices)

                         NATIONAL FUEL GAS COMPANY

                 (Name of top registered holding company)

                              R.M. DiValerio
                                 Secretary
                         National Fuel Gas Company
                            10 Lafayette Square
                          Buffalo, New York 14203

                  (Name and address of agent for service)

The Commission is requested to send copies of all notices, orders and
communications in connection with this declaration to:

                            Curtis W. Lee, Esq.
                         National Fuel Gas Company
                            10 Lafayette Square
                          Buffalo, New York 14203

      PAGE 2

     Applicant, National Fuel Gas Company (the "Company"), filed a Declaration 
on Form U-l under the Public Utility Holding Company Act of 1935 (the "Act") 
relating to the issuance and sale from time to time by the Company, through 
December 31, 1994, of up to l,250,000 shares of its authorized but unissued 
common stock, no par value (the "Additional Common Stock"), pursuant to three 
employee benefit plans, the National Fuel Gas Company Tax-Deferred Savings Plan
(the "TDSP"), the National Fuel Gas Company Tax-Deferred Savings Plan for 
Non-union Employees (the "Non-union TDSP") and the National Fuel Gas Company 
Incentive Compensation Plan (the "ICP"), respectively.

     On November 21, 1989, the Securities and Exchange Commission issued an 
Order, granting and permitting the Declaration to become effective.

     The Company hereby certifies that 14,900 shares and 31,700 shares, 
respectively, of the Additional Common Stock were issued and sold under
the TDSP and the Non-Union TDSP, respectively, on the dates indicated
below, in accordance with the terms and conditions and for the purposes 
represented by the Declaration, and in accordance with the aforesaid Order
of the Securities and Exchange Commission with respect thereto.


                                      Shares Issued
                                             Non-Union
                 Date               TDSP        TDSP

               10/12/94            2,900        5,900
               10/17/94            4,700       12,700
               11/14/94            3,200        6,500
               12/15/94            4,100        6,600
                                  14,900       31,700


      PAGE 3

                                SIGNATURE

     Pursuant to the requirements of the Act, the Company has duly caused this 
certificate to be signed on its behalf in the City of New York and State of New
York on the 22nd day of December l994.

                                    NATIONAL FUEL GAS COMPANY

                                    By:    
                                              Gerald T. Wehrlin
                                              Controller



















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