NATIONAL FUEL GAS CO
35-CERT, 1994-02-15
NATURAL GAS DISTRIBUTION
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       UNITED STATES OF AMERICA
            Before the
SECURITIES AND EXCHANGE COMMISSION          
____________________________________________

            In the Matter of
                                                     EIGHTH
NATIONAL FUEL GAS COMPANY                            CERTIFICATE
NATIONAL FUEL RESOURCES, INC.                        PURSUANT TO
                                                     RULE 24
File No. 70-7833

(Public Utility Holding Company Act of 1935)
____________________________________________


         In accordance with the terms of the Order dated 

December 20, 1991 issued to National Fuel Gas Company ("National") 

authorizing National to acquire the common stock of National Fuel 

Resources, Inc. ("NFR") (File No. 70-7833, HCAR No. 35-25437), 

attached as Exhibit A is an Income Statement of NFR for the Three 

and Twelve Months ended December 31, 1993.  Also attached as 

Exhibit B, is the Balance Sheet of NFR as of December 31, 1993.

         IN WITNESS WHEREOF, the undersigned companies have duly 

caused this Certificate to be signed this 15th day of February, 

1994.


                                  NATIONAL FUEL RESOURCES, INC.


                                  By /s/ David F. Smith          
                                     David F. Smith, President


                                  NATIONAL FUEL GAS COMPANY


                                  By /s/ Gerald T. Wehrlin       
                                     Gerald T. Wehrlin, Controller


                                                             FILE NO. 70-7833
                                                             EXHIBIT A

                         NATIONAL FUEL RESOURCES, INC.

                               INCOME STATEMENT
                                  (Unaudited)

                                                Three Months      Twelve Months
                                                    Ended             Ended
                                                December 1993     December 1993

Operating Revenues:
   Gas - Retail                                   $9,760,407       $26,662,061
   Gas- Wholesale                                    808,590         1,169,887
   Partnership Income                                      0           376,152
                                                  ___________      ____________

                                                 $10,568,997       $28,208,100
                                                  ___________      ____________

Operating Expenses:
   Purchase Gas                                    9,889,722        25,700,656
   General and Administrative                        207,200         1,002,734
   Depletion, Depreciation and Amortization              459             2,071
   Franchise and Other Taxes                             529             2,856
                                                  ___________      ____________

                                                 $10,097,910       $26,708,317
                                                  ___________      ____________

Operating Income (loss)                             $471,087         1,499,783
                                                  ___________      ____________

Interest Income                                       19,420            60,936
Interest Expense                                       3,139            10,150
Amortization and Misc Deductions                    (12,885)            38,306
                                                  ___________      ____________

                                                     $29,166           $12,480
                                                  ___________      ____________

Net Income Before Tax                               $500,253        $1,512,263
                                                  ___________      ____________

Income Taxes:
   Federal                                           167,710            25,114
   State                                              52,564            21,987
   Deferred                                         (12,554)           578,884
                                                  ___________      ____________

                                                    $207,720          $625,985
                                                  ___________      ____________

Net Income                                          $292,533          $886,278
                                                  ===========      ============


                                                     FILE NO. 70-7833
                                                     EXHIBIT B (PAGE 1 OF 2)



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                             AT DECEMBER 31, 1993
                                  (Unaudited)


ASSETS

Current Assets:

      Cash                                            $  213,843
      Short Term Investments                           1,325,000
      Accounts Receivable                              4,397,348
      Accounts Receivable-Intercompany                     8,361
      Reserve for Doubtful Accounts                     (81,000)
      Other Current Assets                             1,514,937
                                                      ___________

                                                      $7,378,489

Property, Plant, and Equipment
      Furniture and Fixtures                              14,586
      Less - Accumulated Depreciation                      4,134
                                                      ___________

                                                         $10,452

Other Assets:

      Long Term Investments                              323,807
      Other Deferred Debits                               36,888
      Deferred Tax Asset                                  55,514
                                                      ___________

                                                      $  416,209
                                                      ___________

                                                      $7,805,150
                                                      ===========

                                                     FILE NO. 70-7833
                                                     EXHIBIT B (PAGE 2 OF 2)



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                             AT DECEMBER 31, 1993
                                  (Unaudited)


LIABILITIES

Current Liabilities:
      Accounts Payable                                $1,799,826
      Accrued Liabilities                                171,125
      Accrued Sales Tax                                       --
      Current Income Taxes-Federal                        62,812
                          -State                        (27,796)
      Accounts Payable-Intercompany                      528,963
      Notes Payable-Intercompany                              --
                                                      ___________

                                                       2,534,930


Long Term Liabilities:

      Deferred Income Taxes                              506,380
      Miscellaneous Deferred Credits                      37,344
                                                      ___________

                                                      $  543,724

Stockholder's Equity:

      Common Stock                                        10,000
      Capital Paid in Excess of Par                    3,490,000
      Retained Earnings                                1,226,496
                                                      ___________

                                                      $4,726,496
                                                      ___________

                                                      $7,805,150
                                                      ===========



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