NATIONAL FUEL GAS CO
35-CERT, 1994-11-23
NATURAL GAS DISTRIBUTION
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       UNITED STATES OF AMERICA
            Before the
SECURITIES AND EXCHANGE COMMISSION          
____________________________________________

            In the Matter of
                                                     ELEVENTH
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 Twelve 

Months ended September 30, 1994.  Also attached as Exhibit B, is 

the Balance Sheet of NFR as of September 30, 1994.

         IN WITNESS WHEREOF, the undersigned companies have duly 

caused this Certificate to be signed this 23rd day of November, 

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


                                                  EXHIBIT A - FILE NO. 70-7833

                        NATIONAL FUEL RESOURCES, INC.

                               INCOME STATEMENT
                                 (Unaudited)

                                                Twelve Months
                                                   Ended
                                                September 1994

Operating Revenues:
   Gas - Retail                                  $44,189,556
   Gas - Wholesale                                 6,601,081
   Other                                             (26,605)
   Partnership Income                                      1
                                                 ____________

                                                 $50,764,033
                                                 ____________

Operating Expenses:
   Purchase Gas                                  $47,964,027
   General and Administrative                        945,766
   Depletion, Depreciation and Amortization            1,838
   Franchise and Other Taxes                         267,674
                                                 ____________

                                                 $49,179,305
                                                 ____________

Operating Income (loss)                          $ 1,584,728
                                                 ____________

Interest Income                                      128,170
Interest Expense                                       6,449
Amortization and Misc Deductions                     (26,303)
                                                 ____________

                                                     148,024

Net Income Before Tax                            $ 1,732,752
                                                 ____________


Income Taxes:
   Federal                                           631,776
   State                                             (38,291)
   Deferred                                          (87,054)
                                                 ____________

                                                     506,431
                                                 ____________

Net Income                                         1,226,321
                                                 ============




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



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                             AT SEPTEMBER 30, 1994
                                  (Unaudited)


ASSETS

Current Assets:

      Cash                                            $  628,837
      Short Term Investments                           2,763,727
      Accounts Receivable                              3,787,826
      Accounts Receivable-Intercompany                   540,075
      Reserve for Doubtful Accounts                    (135,000)
      Other Current Assets                               132,391
                                                      ___________

                                                      $7,717,856

Property, Plant, and Equipment
      Furniture and Fixtures                              18,582
      Less - Accumulated Depreciation                      5,512
                                                      ___________

                                                         $13,070

Other Assets:

      Long Term Investments                              542,224
      Other Deferred Debits                                8,452
      Deferred Tax Asset                                  85,791
                                                      ___________

                                                      $  636,467
                                                      ___________

                                                      $8,367,393
                                                      ===========


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



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                             AT SEPTEMBER 30, 1994
                                  (Unaudited)


LIABILITIES

Current Liabilities:
      Accounts Payable                                $  534,431
      Accrued Liabilities                                446,927
      Accrued Sales Tax                                      795
      Current Income Taxes-Federal                       600,355
                          -State                        (45,936)
      Accounts Payable-Intercompany                      630,068
      Notes Payable-Intercompany                              --
                                                      ___________

                                                       2,166,640


Long Term Liabilities:

      Deferred Income Taxes                              456,526
      Miscellaneous Deferred Credits                      83,945
                                                      ___________

                                                      $  540,470

Stockholder's Equity:

      Common Stock                                        10,000
      Capital Paid in Excess of Par                    3,490,000
      Retained Earnings                                2,160,283
                                                      ___________

                                                      $5,660,283
                                                      ___________

                                                      $8,367,393
                                                      ===========



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