NATIONAL FUEL GAS CO
U-1/A, 1994-02-07
NATURAL GAS DISTRIBUTION
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                                            File No. 70-8135


             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549


                     AMENDMENT NO. 3 TO
                          FORM U-1


                 APPLICATION OR DECLARATION
                           under
         PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

___________________________________________________________
            National Fuel Gas Supply Corporation
                    10 Lafayette Square
                  Buffalo, New York 14203

                Penn-York Energy Corporation
                    10 Lafayette Square
                  Buffalo, New York 14203

         (Names of companies filing this statement
       and addresses of principal executive offices)

___________________________________________________________

                 NATIONAL FUEL GAS COMPANY


          (Name of top registered holding company)

___________________________________________________________

                    Richard M. DiValerio
                Vice President and Secretary
                Penn-York Energy Corporation
                    10 Lafayette Square
                  Buffalo, New York 13203

                  James R. Peterson, Esq.
                      Senior Attorney
            National Fuel Gas Supply Corporation
                    10 Lafayette Square
                  Buffalo, New York 14203

        (Names and addresses of agents for service)

Item 4 is hereby amended to add:

      The Federal Energy Regulatory Commission has issued an 
order authorizing the merger which is the subject of this 
Application/Declaration.  Penn-York Energy Corporation and 
National Fuel Gas Supply Corporation, 66 FERC Paragraph 
61,093 (1/19/94).  This order granted the application 
attached to this Application/Declaration as Exhibit D-1.

      After further investigation, National has determined 
that Penn-York does not have any state-issued air quality 
permits or waste management facility permits.  Any 
applications required by the Clean Air Act Amendments of 
1990 will seek permits to be issued post-merger.  The New 
York State Department of Environmental Conservation issued a 
Negative Declaration indicating that Penn-York's brine 
system did not require a state permit.  The Applications for 
Permit Transfer referred to in Amendment No. 1 have 
therefore not been filed.

      National therefore submits that it has satisfied the 
requirements of Section 10(f) of the Public Utility Holding 
Company Act, and asks that the Commission issue an order 
approving this Application/Declaration as soon as 
practicable.  

PENN-YORK ENERGY                NATIONAL FUEL GAS SUPPLY
  CORPORATION                     CORPORATION



By:/s/ R. M. DiValerio          By:/s/ R. M. DiValerio
   R. M. DiValerio                 R. M. DiValerio
Vice President & Secretary      Secretary & General Counsel




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