UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
__________________________________
IN THE MATTER OF
NATIONAL FUEL GAS COMPANY 1st CERTIFICATE
FILE NO. 70-8291 PURSUANT TO RULE 24
(Public Utility Holding Company
Act of 1935)
__________________________________
This is to certify, pursuant to Rule 24 under the Public
Utility Holding Company Act of 1935, as amended, that the
transactions referred to below have been carried out in accordance
with the terms and conditions of and for the purposes represented by
the Declarations of National Fuel Gas Company ("National"), as
amended, in the above file, and pursuant to the Order dated November
30, 1993, of the Securities and Exchange Commission with respect
thereto.
On December 10, 1993, Empire Exploration, Inc. ("Empire")
exchanged 108,396 shares of National Fuel Gas Company Common Stock
for (i) substantially all the non-cash assets of Kidder Exploration,
Inc. ("Kidder"), (ii) $225,000 cash, and (iii) $20,000 worth of
software. However, pursuant to the Asset Exchange Agreement only
106,198 have been delivered to Kidder. The remaining 2,198 shares
are being held by Empire for seventy days from the date of Closing to
enable Empire to verify gas production for the two month period prior
to Closing.
IN WITNESS WHEREOF, National has caused this Certificate to
be executed this 17th day of January, 1994.
By: /s/Richard M. DiValerio
Richard M. DiValerio
Secretary
