<PAGE 1>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From to
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Full title of the Plan)
NATIONAL FUEL GAS COMPANY
(Name of issuer of the securities held pursuant to the Plan)
10 Lafayette Square, Buffalo, New York 14203
(Address of principal executive office)
<PAGE 2>
REQUIRED INFORMATION
(1) Plan financial statements and schedules prepared in accordance with
financial reporting requirements of ERISA.
See accompanying Index on page 3.
(2) Signature
(3) Exhibits
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
<PAGE 3>
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
Number
Report of Independent Accountants 4 - 5
Financial Statements:
Statement of Assets Available for Plan
Benefits, with Fund Information, at
December 31, 1994 with Comparative
Totals at December 31, 1993 6 - 7
Statement of Changes in Assets Available
for Plan Benefits, with Fund Information,
for the Year Ended December 31, 1994 with
Comparative Totals for the Year Ended
December 31, 1993 8 - 9
Notes to Financial Statements 10 - 13
Schedules:
Schedule I - Item 27a - Schedule of
Assets Held for Investment Purposes
at December 31, 1994 14
Schedule II - Item 27d - Schedule of
Reportable Transactions for the Year
Ended December 31, 1994 15 - 18
<PAGE 4>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and
Administrative Committee of the
National Fuel Gas Company
Tax-Deferred Savings Plan for
Non-Union Employees
In our opinion, the accompanying statement of assets available for plan
benefits, with fund information, and the related statement of changes in
assets available for plan benefits, with fund information, present fairly, in
all material respects, the assets of the National Fuel Gas Company
Tax-Deferred Savings Plan for Non-Union Employees at December 31, 1994, and
the changes in its assets for the year then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Administrative Committee; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by the
Administrative Committee, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets available for plan benefits as of December
31, 1993 and the related statement of changes in assets available for plan
benefits for the year then ended (not presented herein) and in our report
dated June 27, 1994 we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed statement of assets available for plan benefits as of December 31,
1993 and the condensed statement of changes in assets available for plan
benefits for the year ended December 31, 1993, when read in conjunction with
the financial statements from which it has been derived, is fairly stated in
all material respects in relation thereto.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional
information required by ERISA. The fund information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
<PAGE 5>
To the Participants and
Administrative Committee of the
National Fuel Gas Company
Tax-Deferred Savings Plan for
Non-Union Employees
assets available for benefits of each fund. Schedules I and II and the fund
information have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken
as a whole.
PRICE WATERHOUSE LLP
Buffalo, New York
June 9, 1995
<TABLE>
<PAGE 6>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
AT DECEMBER 31, 1994 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1993
Employer Participant Salary Reductions
Contributions Vanguard Funds
National Fuel National Fuel International
Gas Company Gas Company Investment Equity
Common Stock Common Stock Contract Index Index Fund -
Fund B Fund A Trust Trust-500 Pacific Portfolio
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at market
(historical cost
$48,850,446 and
$42,778,287,
respectively) $17,252,920 $8,588,280 $6,077,339 $9,184,898 $1,082,085
Receivables
Employer Contri-
butions 165,464 - - - -
Participant Salary
Reductions 668 103,615 58,111 134,359 19,149
Notes Receivable
Participant Loans - - - - -
Total Assets
Available for
Plan Benefits $17,419,052 $8,691,895 $6,135,450 $9,319,257 $1,101,234
The accompanying notes are an integral part of these financial statements.
<PAGE 7>
<CAPTION>
International
Equity Money Market Total Participant Total all Funds Combined
Index Fund - Reserves, Inc. Bond Market Loan December 31,
European Portfolio -Prime Portfolio Account 1994 1993
<C> <C> <C> <C> <C> <C>
$1,212,096 $4,723,503 $2,332,760 $ - $50,453,881 $53,685,542
- - - - 165,464 167,798
21,913 24,350 39,563 - 401,728 393,362
- - - 2,628,123 2,628,123 2,351,305
$1,234,009 $4,747,853 $2,372,323 $2,628,123 $53,649,196 $56,598,007
<PAGE 8>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1994 WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1993
Employer
Contributions Participant Salary Reductions
Vanguard Funds
National Fuel National Fuel International
Gas Company Gas Company Investment Equity
Common Stock Common Stock GIC Contract Index Index Fund -
Fund B Fund A Fund Trust Trust-500 Pacific Portfolio
<S> <C> <C> <C> <C> <C> <C>
Investment Income From National
Fuel Gas Company Common
Stock Funds $ 976,155 $ 484,468 $ - $ - $ - $ -
Interest Income - - 193,900 315,585 - -
Investment Income from Mutual
Funds - - - - 273,444 13,241
Total Investment Income 976,155 484,468 193,900 315,585 273,444 13,241
Net Appreciation (Depreciation)
in Fair Value of Investments (5,436,038) (2,703,675) - - (178,129) 56,137
Employer Matching Contributions 2,117,490 - - - - -
Participant Salary Reductions - 1,113,553 - 617,416 1,402,379 211,291
Participant Purchase Fees - - - - - (5,509)
Rollovers and Other Individual
Transfers In 31,799 51,166 4,749 10,519 88,575 3,345
Payments to Participants or
Beneficiaries (1,375,539) (906,825) (146,590) (436,724) (440,041) (27,016)
Transfers (to)/from Associated
Funds (13,675) (39,849) (4,021,915) 287,545 232,946 283,431
Increase (Decrease) in Assets
Available for Plan Benefits
During the Year (3,699,808) (2,001,162) (3,969,856) 794,341 1,379,174 534,920
Assets Available for Plan
Benefits:
Beginning of Year 21,118,860 10,693,057 3,969,856 5,341,109 7,940,083 566,314
End of Year $17,419,052 $ 8,691,895 $ - $6,135,450 $9,319,257 $1,101,234
The accompanying notes are an integral part of these financial statements.
<PAGE 9>
<CAPTION>
International
Equity Money Market Total Participant Total all Funds Combined
Index Fund - Reserves, Inc. Bond Market Loan December 31,
European Portfolio -Prime Portfolio Account 1994 1993
<C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ 1,460,623 $ 1,334,118
- - - 187,082 696,567 777,613
33,208 128,007 142,861 - 590,761 406,728
33,208 128,007 142,861 187,082 2,747,951 2,518,459
(18,949) - (199,008) - (8,479,662) 4,528,668
- - - - 2,117,490 2,101,612
247,757 217,449 372,123 - 4,181,968 4,008,016
(5,481) - - - (10,990) (5,936)
7,235 3,552 12,857 16,291 230,088 126,428
(22,522) (185,280) (126,677) (68,442) (3,735,656) (1,387,414)
261,216 2,888,886 (20,472) 141,887 - -
502,464 3,052,614 181,684 276,818 (2,948,811) 11,889,833
731,545 1,695,239 2,190,639 2,351,305 56,598,007 44,708,174
$1,234,009 $4,747,853 $2,372,323 $2,628,123 $53,649,196 $56,598,007
</TABLE>
<PAGE 10>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN
General:
The following description of the National Fuel Gas Company Tax-Deferred
Savings Plan For Non-Union Employees ("Plan") is provided for general
information purposes, and is qualified in its entirety by reference to the
Plan. The Plan was adopted July 26, 1984, effective as of July 1, 1984, and
has been amended and restated since that time. It is subject to certain
provisions of the Employee Retirement Income Security Act of 1974.
Eligibility and Participation:
Originally, the Plan was established for the benefit of professional,
administrative or executive (i.e. salaried) employees of National Fuel Gas
Company and its subsidiaries ("Company"). Persons who were salaried employees
on July 1, 1984, were eligible to participate at that date. Effective on
various dates since July 1, 1984, most non-union non-salaried employees of the
Company became eligible to participate in the Plan. New employees must
complete six full months of employment and have attained age 21 in order to
become eligible to participate.
Contributions:
Plan participants who are supervisors or executives, except those who are
employed by (a) Utility Constructors, Inc. ("UCI") or (b) Seneca Resources
Corporation (outside of New York or Pennsylvania) ("Seneca Resources"), may
direct the Company to reduce their base salaries by a specified full
percentage of at least 2% and not more than 12%. These salary reductions are
subject to certain Plan and Internal Revenue Code limitations, and the Company
remits them to the Plan Trustee on the participants' behalf. In addition, the
Company makes an employer matching contribution for these
supervisory/executive employees that ranges from 2% to 6% of the participant's
base pay, depending on their years of service and rate of salary reduction
contributions. No supervisory or executive employee is eligible to make
future contributions to the National Fuel Gas Company Employees' Thrift Plan
("Thrift Plan").
Plan participants who are supervisors or executives and employed by UCI or
Seneca Resources may direct the Company to reduce their base salaries by a
specified full percentage of at least 2% and not more than 15%. All
non-union, non-supervisory employees of the Company who are Plan participants
may also direct the Company to reduce their base salaries by a specified full
percentage of at least 2% and not more than 15%. The 15% limit is reduced by
1% for each percent of base salary contributed to the Thrift Plan. The
Company makes an employer matching contribution for these employees that
<PAGE 11>
ranges from 1% to 3.5% of the participants' base salary, depending upon their
years of service and rate of salary reduction contributions. The employer
matching contributions are contributed first to the Thrift Plan to the extent
permitted under the Thrift Plan, and then the remainder, if any, is
contributed to the Plan. Only non-union, non-supervisory employees are
eligible to make future contributions to the Thrift Plan.
"Base salary" is defined in the Plan generally to mean a participant's
base annual salary for a payroll period. An individual participant's salary
reduction contributions to the Plan are subject to ceilings imposed by the Tax
Reform Act of 1986. However, Company matching contributions are not subject
to such ceilings. The ceiling was $9,240 for 1994 and will be $9,240 for 1995.
Participants' accounts, including all salary reduction contributions,
employer matching contributions, and the increments thereon, are at all times
fully vested and nonforfeitable.
Investment alternatives for salary reduction contributions:
Participants may invest their salary reduction contributions in the common
stock of National Fuel Gas Company ("National Stock Fund A"), the Vanguard
Investment Contract Trust and/or in one or more of five mutual funds, in
increments of 10%. A separate account is maintained for each participant
showing his interest in each fund.
The National Stock Fund A allows participants to invest their salary
reduction contributions in a fund consisting primarily of National Fuel Gas
Company common stock. This fund also maintains a small cash position in
Vanguard Money Market Reserves and may also include receivables and/or
payables for unsettled security transactions and receivables for accrued
dividends.
The Vanguard Investment Contract Trust invests primarily in investment
contracts issued by insurance companies, commercial banks, and other similar
types of fixed principal investments.
Five mutual funds are currently offered by The Vanguard Group of
Investment Companies; the Vanguard Index Trust-500 Portfolio, which invests in
publicly-traded common stocks and attempts to duplicate the investment
performance of the Standard & Poors 500 Composite Price Index; the Vanguard
Money Market Reserves, Inc.-Prime Portfolio, which invests in money market
instruments which mature in one year or less; the Vanguard Total Bond Market
Portfolio, which invests in bonds and other "fixed-income" securities and
seeks to duplicate the investment performance of the Lehman Brothers Aggregate
Bond Index; the Vanguard International Equity Index Fund - Pacific Portfolio,
which attempts to provide investment results paralleling those of the Morgan
Stanley Capital International Pacific Index, a diversified index of common
stocks of companies located in Japan, Australia, New Zealand, Hong Kong and
Singapore; and the Vanguard International Equity Index Fund - European
Portfolio, which attempts to provide investment results that correspond to the
price and yield performance of European stocks, in the aggregate, as
represented by the Morgan Stanley Capital International Europe (Free) Index.
<PAGE 12>
The guaranteed investment fund ("GIC Fund") consisted of a continuing
deposit guaranteed investment contract ("GIC") issued by Provident National
Assurance Company ("Provident"), which had a term of August 1, 1991 through
July 31, 1994 and provided an effective annual interest rate of 7.64%, and a
GIC issued by Continental Assurance Company ("CNA"), which had a term of
August 1, 1990 through August 1, 1994, and provided an effective annual
interest rate of 9.42%. Participant salary reductions for participants
selecting the GIC investment alternative were invested in the Provident 7.64%
GIC through July 1992. Since that time, participant salary reductions have
been invested in the Vanguard Investment Contract Trust. The CNA and
Provident contracts continued to earn interest through their maturity dates
even though they no longer accepted contributions.
Participants may, in accordance with the rules and restrictions of the
Plan, transfer existing balances among the available investment funds, reduce
or increase the percentage of salary reduction elected, redirect their current
salary reduction contributions into different investment funds, or suspend
salary reduction contributions altogether.
Employer Matching Contributions:
Employer matching contributions are invested in a fund consisting
primarily of the common stock of National Fuel Gas Company ("National Stock
Fund B"). This fund also maintains a small cash position in Vanguard Money
Market Reserves and may also include receivables and/or payables for unsettled
security transactions and receivables for accrued dividends. A separate
account is maintained for each participant showing his interest in this fund.
Participants may not redirect their interests in this fund into any other fund.
Withdrawals, loans and distributions:
Plan participants (or their beneficiaries) may receive distributions from
the Plan upon death, retirement, disability or other termination, in
accordance with a qualified domestic relations order, or in the event of
hardship, subject to the Plan's limitations and restrictions. Additionally,
Plan participants may borrow from their accounts in accordance with various
Plan rules. In certain cases, participants may postpone receipt of Plan
distributions.
Administration:
National Fuel Gas Company is the Administrator of the Plan. A
Tax-Deferred Savings Plan Committee appointed by National Fuel Gas Company's
Board of Directors exercises National Fuel Gas Company's duties as
Administrator. The assets of the Plan are held by the Trustee, Vanguard
Fiduciary Trust Company ("Vanguard").
National Fuel Gas Company has the right to terminate, amend, or modify the
Plan at any time.
The Plan is not required to be insured by the Pension Benefit Guaranty
Corporation.
<PAGE 13>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of accounting and valuation:
The accounts of the Plan are maintained on the accrual basis. National
Stock Funds A and B are reported on a current value basis using the quoted
market value of National Fuel Gas Company common stock and the value of the
cash positions and receivables at the close of the Plan year. Mutual funds
are reported on a current value basis, using quoted market values of the
investments at the close of the Plan year. The investment contracts in the
Vanguard Investment Contract Trust are carried at fair value, which
approximates contract value, as determined by the Vanguard Investment Contract
Trust's Investment Committee. National Fuel Gas Company stock distributed to
participants is reflected at market.
Administrative expenses:
Expenses related to administration of the Plan and Trust are borne by the
Company. The Company paid Vanguard $25,076 for services rendered in
connection with the Plan and Trust for the year ended December 31, 1994.
Brokerage commissions and similar costs of acquiring or selling securities (if
any) that are incurred by the investment funds are borne by the participant.
NOTE 3 - INCOME TAXES
The Company has filed for a determination letter from the Internal Revenue
Service indicating that the Plan qualifies under Section 401(a) and Section
401(k) of the Internal Revenue Code of 1986, as amended. Accordingly, no
provision for income taxes has been recorded.
NOTE 4 - PARTIES-IN-INTEREST
For the Plan years ended December 31, 1994 and 1993, there were no known
prohibited transactions with parties-in-interest as defined in ERISA Sections
406 and 407(a) and Internal Revenue Code Section 4975(c).
<TABLE>
<PAGE 14>
<CAPTION>
SCHEDULE I
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
(c) Description of Investment
(b) Identity of Issue, Including Maturity Date, Rate
Borrower, Lessor of Interest, Collateral, Par (e) Current
(a) or Similar Party or Maturity Value (d) Cost Value
<S> <C> <C> <C>
* National Fuel Gas Company
Stock Funds:
National Fuel Gas Company Stock Fund A (935,542 units) $ 8,590,284 $ 8,588,280
National Fuel Gas Company Stock Fund B (1,879,403 units) 16,000,077 17,252,920
Total National Fuel Gas Company
Stock Funds 24,590,361 25,841,200
Mutual Funds (1):
* Vanguard Group of Index Trust - 500 Portfolio
Investment Companies (213,751 units) 8,815,088 9,184,898
* Vanguard Group of International Equity Index
Investment Companies Fund - Pacific Portfolio
(95,760 units) 970,665 1,082,085
* Vanguard Group of International Equity Index
Investment Companies Fund - European Portfolio
(103,069 units) 1,144,464 1,212,096
* Vanguard Group of Money Market Reserves, Inc.
Investment Companies - Prime Portfolio
(4,723,503 units) 4,723,503 4,723,503
* Vanguard Group of Total Bond Market Portfolio
Investment Companies (254,390 units) 2,529,026 2,332,760
Total Vanguard Mutual Funds 18,182,746 18,535,342
Common/Collective Trust (2):
* Vanguard Group of Investment Contract Trust
Investment Companies (6,077,339 units) 6,077,339 6,077,339
TOTAL ASSETS HELD FOR INVESTMENT $48,850,446 $50,453,881
* Denotes known party-in-interest to the Plan.
<FN>
(1) The financial statements of the mutual funds have been filed with
the Securities and Exchange Commission by the Vanguard Group of
Investment Companies, investment companies registered under the
Investment Company Act of 1940.
(2) The audited annual report for the Vanguard Investment Contract
Trust has been filed with the Department of Labor by the Vanguard
Fiduciary Trust Company, the entity's tax identification number is
23-695-3141.
</FN>
<PAGE 15>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(b) Description of
Asset (Include
Interest Rate (f) Expense
(a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of
Party Involved in Case of Loan Price Price Rental Transaction Asset
<S> <C> <C> <C> <C> <C> <C>
Purchase Transactions
Vanguard Group of
Investment Companies Money Market Reserves,
(99 Transactions) Inc. Prime Portfolio $4,515,938 $ - $ - $ - $4,515,938
Vanguard Group of
Investment Companies Index Trust - 500
(71 Transactions) Portfolio 2,495,681 - - - 2,495,681
Vanguard Group of
Investment Companies Investment Contract
(75 Transactions) Trust 1,491,854 - - - 1,491,854
National Fuel Gas
Company
(55 Transactions) Stock Fund A 2,304,430 - - - 2,304,430
National Fuel Gas
Company
(22 Transactions) Stock Fund B 3,131,684 - - - 3,131,684
<PAGE 16>
<CAPTION>
(h) Current Value
of Asset on
Transaction (i) Net Gain
Date or (Loss)
Purchase Transactions
<C> <C>
$4,515,938 $ -
2,495,681 -
1,491,854 -
2,304,430 -
3,131,684 -
<PAGE 17>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(b) Description of
Asset (Include
Interest Rate (f) Expense
(a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of
Party Involved in Case of Loan Price Price Rental Transaction Asset
<S> <C> <C> <C> <C> <C> <C>
Sale Transactions
Vanguard Group of
Investment Companies Money Market Reserves,
(105 Transactions) Inc. Prime Portfolio $ - $1,468,874 $ - $ - $1,468,874
Vanguard Group of
Investment Companies Index Trust - 500
(93 Transactions) Portfolio - 946,286 - - 901,228
Vanguard Group of
Investment Companies Investment Contract
(75 Transactions) Trust - 692,311 - - 692,311
National Fuel Gas
Company
(85 Transactions) Stock Fund A - 1,588,168 - - 1,295,080
National Fuel Gas
Company
(37 Transactions) Stock Fund B - 1,393,705 - - 1,002,075
<PAGE 18>
<CAPTION>
(h) Current Value
of Asset on
Transaction (i) Net Gain
Date or (Loss)
<C> <C>
Sale Transactions
$1,468,874 $ -
946,286 45,058
692,311 -
1,588,168 293,088
1,393,705 391,630
</TABLE>
<PAGE 19
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Name of Plan)
By:/s/ Joseph P. Pawlowski
Joseph P. Pawlowski,
Treasurer and Principal
Accounting Officer of
National Fuel Gas Company,
Member of the Tax-Deferred
Savings Plan Committee
Date: June 26, 1995
<PAGE 20>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
(1) Consent of Independent
Accountants
EXHIBIT 1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 33-17341 and 2-97641), as amended, of the
National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees
of our report dated June 9, 1995 appearing on pages 4 and 5 of this Form 11-K.
PRICE WATERHOUSE
Buffalo, New York
June 9, 1995
