NATIONAL FUEL GAS CO
POS AMC, 1994-10-31
NATURAL GAS DISTRIBUTION
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                                                      File No. 70-7674




                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549
               _______________________________________

                           AMENDMENT NO. 6
                           (POST-EFFECTIVE)

                               FORM U-1

                             DECLARATION
                                under
                  THE PUBLIC UTILITY HOLDING COMPANY
                             ACT OF 1935

               _______________________________________

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

                (Name of company filing this statement
                       and address 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:

                    K. G. Storie, Senior Attorney
                         10 Lafayette Square
                       Buffalo, New York 14203


     C. (Use of Proceeds) is hereby amended to read in its entirety as 

follows:

     National will receive no proceeds as such from the issuance of 

such Additional Common Stock to Vanguard as trustee of the TDSP and 

Non-union TDSP, as any such issuance, when made, will be in lieu of 

cash Matching Contributions.  Because cash payments will be reduced 

as a result of any issuance of Additional Common Stock respecting the 

TDSP and Non-union TDSP, short-term debt may thereby be replaced with 

equity.  

     Currently, the monthly contributions to Vanguard for National 

Stock Fund B are approximately as follows: $86,876 (for the TDSP) and 

$177,284 (for the Non-union TDSP).  Thus, based upon current figures, 

for each year that National issues only Additional Common Stock 

respecting National Stock Fund B for both plans, cash outlays will be 

reduced by approximately $3.2 million.

     Neither National nor any of its subsidiaries has an ownership 

interest in an exempt wholesale generator ("EWG") or foreign utility 

company ("FUCO") as defined in Sections 32 and 33 of the Act.  

Further, none of the proceeds from the issuance by National or any of 

its subsidiaries of the Additional Common Stock as contemplated 

hereunder will be used for the acquisition of an interest in an EWG or 

a FUCO.



     Item 6.  Exhibits and Financial Statements
     The following financial statements are made a part of this
statement.
     FS-4       Consolidated Balance Sheet as of June 30, 1994. 
     FS-5       Consolidated Statement of Income and Earnings 
                Reinvested in the Business for the twelve months ended 
                June 30, 1994.
     FS-6       Notes to Consolidated Financial Statements.



                              SIGNATURES



     Pursuant to the requirements of the Public Utility Holding 

Company Act of 1935, the undersigned company has duly caused this 

statement to be signed on its behalf by the undersigned thereunto duly 

authorized.



                                         NATIONAL FUEL GAS COMPANY


                                         /s/Philip C. Ackerman

                                         Philip C. Ackerman
                                         Senior Vice President


Dated:  October 31, 1994




                     National Fuel Gas Company
                    Consolidated Balance Sheet
                           June 30, 1994
                            (Unaudited)
                      (Thousands of Dollars)




ASSETS
Property, Plant and Equipment                         $2,102,571
   Less - Accumulated Depreciation, Depletion
     and Amortization                                    587,331
                                                       1,515,240
Current Assets
   Cash and Temporary Cash Investments                    15,321
   Receivables - Net                                     142,845
   Unbilled Utility Revenue                               12,578
   Gas Stored Underground                                 14,277
   Materials and Supplies - at average cost               23,019
   Unrecovered Purchased Gas Costs                         4,658
   Prepayments                                            20,592
                                                         233,290

Other Assets
   Recoverable Future Taxes                              102,961
   Deferred Contract Reformation Costs                    10,079
   Unamortized Debt Expense                               26,523
   Other Regulatory Assets                                34,246
   Deferred Charges                                        8,455
   Other                                                  24,329
                                                         206,593

                                                      $1,955,123







          See Notes to Consolidated Financial Statements

                     National Fuel Gas Company
                    Consolidated Balance Sheet
                           June 30, 1994
                            (Unaudited)
                      (Thousands of Dollars)


CAPITALIZATION AND LIABILITIES
Capitalization:
Common Stock Equity
   Common Stock, $1 Par Value
    Authorized  - 100,000,000 Shares; Issued and
    Outstanding - 37,185,953 Shares                   $   37,186
   Paid in Capital                                       376,394
   Earnings Reinvested in the Business                   378,150
Total Common Stock Equity                                791,730
Long-Term Debt, Net of Current Portion                   462,500
Total Capitalization                                   1,254,230

Current and Accrued Liabilities
   Notes Payable to Banks and
    Commercial Paper                                      24,800
   Current Portion of Long-Term Debt                     115,917
   Accounts Payable                                       42,554
   Amounts Payable to Customers                           45,617
   Other Accruals and Current Liabilities                110,837
                                                         339,725

Deferred Credits
   Taxes Refundable to Customers                          31,985
   Unamortized Investment Tax Credit                      14,229
   Accumulated Deferred Income Taxes                     279,783
   Other Deferred Credits                                 35,171
                                                         361,168
Commitments and Contingencies                                  -

                                                      $1,955,123




          See Notes to Consolidated Financial Statements


                     National Fuel Gas Company
           Consolidated Statement of Income and Earnings
                    Reinvested in the Business
                 Twelve Months Ended June 30, 1994
                            (Unaudited)
                      (Thousands of Dollars)

INCOME
Operating Revenues                                      $1,148,982

Operating Expenses
   Purchased Gas                                           497,521
   Operation Expense                                       270,420
   Maintenance                                              29,830
   Property, Franchise and Other Taxes                     102,719
   Depreciation, Depletion and Amortization                 71,832
   Income Taxes - Net                                       51,803
                                                         1,024,125

Operating Income                                           124,857
Other Income                                                 3,818
Income Before Interest Charges                             128,675

Interest Charges
   Interest on Long-Term Debt                               35,403
   Other Interest                                           10,912
                                                            46,315

Income Before Cumulative Effect                             82,360
Cumulative Effect of Change
 in Accounting for Income Taxes                              3,826

Net Income Available for Common Stock                       86,186

EARNINGS REINVESTED IN THE BUSINESS

Balance at July 1                                          349,121

Dividends on Common Stock                                   57,157

Balance at June 30                                        $378,150

Earnings Per Common Share      
Income Before Cumulative Effect                              $2.24
Cumulative Effect of Change
 in Accounting for Income Taxes                                .10

Net Income Available for Common Stock                        $2.34

Weighted Average Common Shares Outstanding              36,892,256


          See Notes to Consolidated Financial Statements


                      National Fuel Gas Company
              Notes to Consolidated Financial Statements


1. The Notes to Consolidated Financial Statements appearing on 
   pages 57 to 88 of National Fuel Gas Company's September 30, 1993 
   Form 10-K are incorporated herein by reference.

2. The Notes to Consolidated Financial Statements appearing on 
   pages 8 to 16 of National Fuel Gas Company's June 30, 1994 Form 
   10-Q are incorporated herein by reference.

3. Analysis of Investments in Associated Companies at June 30, 1994 
   (thousands of dollars):



                Par                    Earnings                   Total
                or Stated              Reinvested    Unremitted   Investment
                Value of               in the        Earnings     in Associated
                Subsidiary   Paid in   Business at   Since        Companies at
                Stock        Capital   Acquisition   Acquisition  Equity       

Registrant:
Distribution
 Corporation    $ 59,171    $121,668   $4,636        $218,845     $404,320
Supply Corp.      25,345       6,562    2,453         126,454      160,814
Penn-York         29,332           -        -           2,910       32,242
Seneca Resources     500      92,245        6         (19,344)      73,407
Leidy Hub              4       1,038        -            (454)         588
Empire Explor-
 ation                15      11,714        -           6,188       17,917
Highland               5         445        -           3,781        4,231
UCI                    1       5,959        -          (2,542)       3,418
Data-Track             1         499        -              85          585
National Fuel
 Resources            10       3,490        -           1,991        5,491
Consolidating
 Adjustment            -           -        -          18,038       18,038
                 114,384     243,620    7,095         355,952      721,051

Supply Corporation:
Empire Explor-
 ation                 -          61        -               -           61

                $114,384    $243,681   $7,095        $355,952     $721,112
                        


<TABLE> <S> <C>

<ARTICLE> OPUR1
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994 AND THE CONSOLIDATED BALANCE SHEET AS 
OF JUNE 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000070145
<NAME> NATIONAL FUEL GAS COMPANY
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               JUN-30-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    1,209,687
<OTHER-PROPERTY-AND-INVEST>                    305,553
<TOTAL-CURRENT-ASSETS>                         233,290
<TOTAL-DEFERRED-CHARGES>                         8,455
<OTHER-ASSETS>                                 198,138
<TOTAL-ASSETS>                               1,955,123
<COMMON>                                        37,186
<CAPITAL-SURPLUS-PAID-IN>                      376,394
<RETAINED-EARNINGS>                            378,150
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 791,730
                                0
                                          0
<LONG-TERM-DEBT-NET>                           462,500
<SHORT-TERM-NOTES>                               4,800
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                  20,000
<LONG-TERM-DEBT-CURRENT-PORT>                  115,917
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 560,176
<TOT-CAPITALIZATION-AND-LIAB>                1,955,123
<GROSS-OPERATING-REVENUE>                    1,148,982
<INCOME-TAX-EXPENSE>                            51,803
<OTHER-OPERATING-EXPENSES>                     972,322
<TOTAL-OPERATING-EXPENSES>                   1,024,125
<OPERATING-INCOME-LOSS>                        124,857
<OTHER-INCOME-NET>                               3,818
<INCOME-BEFORE-INTEREST-EXPEN>                 128,675
<TOTAL-INTEREST-EXPENSE>                        46,315
<NET-INCOME>                                    86,186
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   86,186
<COMMON-STOCK-DIVIDENDS>                        57,157
<TOTAL-INTEREST-ON-BONDS>                       40,916
<CASH-FLOW-OPERATIONS>                         162,664
<EPS-PRIMARY>                                     2.34
<EPS-DILUTED>                                     2.34






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