NATIONAL FUEL GAS CO
35-CERT, 1994-05-16
NATURAL GAS DISTRIBUTION
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       UNITED STATES OF AMERICA
            Before the
SECURITIES AND EXCHANGE COMMISSION          
____________________________________________

            In the Matter of
                                                     NINTH
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 Six 

and Twelve Months ended March 31, 1994.  Also attached as Exhibit 

B, is the Balance Sheet of NFR as of March 31, 1994.

         IN WITNESS WHEREOF, the undersigned companies have duly 

caused this Certificate to be signed this 13th day of May, 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

                         NATIONAL FUEL RESOURCES, INC.

                               INCOME STATEMENT
                                  (Unaudited)

                                                 Six Months       Twelve Months
                                                    Ended             Ended
                                                 March 1994        March 1994  

Operating Revenues:
   Gas - Retail                                  $25,211,035       $34,724,045
   Gas- Wholesale                                  3,553,509         3,914,807
   Other                                              48,855            29,399
   Partnership Income                                      0           708,333
                                                  ___________      ____________

                                                 $28,813,399       $39,376,584
                                                  ___________      ____________

Operating Expenses:
   Purchase Gas                                   26,816,691        35,749,267
   General and Administrative                        448,685         1,025,811
   Depletion, Depreciation and Amortization              919             1,896
   Franchise and Other Taxes                         263,666           263,945
                                                  ___________      ____________

                                                 $27,529,961       $37,040,919
                                                  ___________      ____________

Operating Income (loss)                           $1,283,438         2,335,665
                                                  ___________      ____________

Interest Income                                       38,987            70,176
Interest Expense                                       4,924            10,386
Amortization and Misc Deductions                    (25,963)           (4,663)
                                                  ___________      ____________

                                                     $60,026           $64,453
                                                  ___________      ____________

Net Income Before Tax                             $1,343,464        $2,400,118
                                                  ___________      ____________

Income Taxes:
   Federal                                           442,205           208,013
   State                                             138,593            78,396
   Deferred                                         (23,714)           706,947
                                                  ___________      ____________

                                                    $557,084          $993,356
                                                  ___________      ____________

Net Income                                          $786,380        $1,406,762
                                                  ===========      ============




                                                     EXHIBIT B (PAGE 1 OF 2)



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                               AT MARCH 31, 1994
                                  (Unaudited)


ASSETS

Current Assets:

      Cash                                            $  361,014
      Short Term Investments                           1,199,919
      Accounts Receivable                              4,435,540
      Accounts Receivable-Intercompany                    18,053
      Reserve for Doubtful Accounts                     (99,000)
      Other Current Assets                                23,378
                                                      ___________

                                                      $8,938,904

Property, Plant, and Equipment
      Furniture and Fixtures                              14,586
      Less - Accumulated Depreciation                      4,593
                                                      ___________

                                                          $9,993

Other Assets:

      Long Term Investments                              323,807
      Other Deferred Debits                               54,099
      Deferred Tax Asset                                  55,514
                                                      ___________

                                                      $  433,420
                                                      ___________

                                                      $9,382,317
                                                      ===========
<PAGE>

                                                     EXHIBIT B (PAGE 2 OF 2)



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                               AT MARCH 31, 1994
                                  (Unaudited)


LIABILITIES

Current Liabilities:
      Accounts Payable                                $2,127,970
      Accrued Liabilities                                358,117
      Accrued Sales Tax                                    9,045
      Current Income Taxes-Federal                       410,784
                          -State                          56,362
      Accounts Payable-Intercompany                      659,919
      Notes Payable-Intercompany                              --
                                                      ___________

                                                       3,622,197


Long Term Liabilities:

      Deferred Income Taxes                              495,220
      Miscellaneous Deferred Credits                      44,557
                                                      ___________

                                                      $  539,777

Stockholder's Equity:

      Common Stock                                        10,000
      Capital Paid in Excess of Par                    3,490,000
      Retained Earnings                                1,720,343
                                                      ___________

                                                      $5,220,343
                                                      ___________

                                                      $9,382,317
                                                      ===========



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