NATIONAL FUEL GAS CO
35-CERT, 1995-05-15
NATURAL GAS DISTRIBUTION
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     PAGE 1 OF 2
       UNITED STATES OF AMERICA
            Before the
SECURITIES AND EXCHANGE COMMISSION
_____________________________________________

            In the Matter of
                                                  THIRTEENTH
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, 1995.  Also attached as Exhibit "B", is the Balance Sheet 

of NFR as of March 31, 1995.

         During the quarter (i.e., March 13, 1995), NFR purchased for 

approximately $1.1 million all of the issued and outstanding shares 

of capital stock of Integrated Gas Marketing, Inc. ("IGM").  IGM had 

been in the same business as NFR, i.e., gas marketing.  The various 

gas purchase agreements between IGM and its customers constituted 

substantially all of IGM's assets.  During the following quarter 

(i.e., May 8, 1995), IGM was merged into NFR.  NFR was not required 

to file a U-1 in regard to this acquisition under the doctrine of 

"transitional merger".  See, for example, SCANA SEC No - Action 

     PAGE 2 OF 2

                                - 2 -



Letter (1990) (Lexis 1038), Wisconsin Southern No - Action Letter 

(1993) WL 544115 (SEC).

         IN WITNESS WHEREOF, the undersigned companies have duly 

caused this Certificate to be signed this 15th day of May, 1995.


                                    NATIONAL FUEL RESOURCES, INC.



                                    By:_/s/R. J. Kreppel_____________
                                        R. J. Kreppel, President


                                    NATIONAL FUEL GAS COMPANY



                                    By:_/s/G. T. Wehrlin_____________
                                        G. T. Wehrlin, Controller






















jes\nfr\rul24_13.wp


                                                   EXHIBIT A (PAGE 1 OF 1)
                                                   13TH RULE 24 CERTIFICATE
                                                   FILE NO. 70-7833
                         NATIONAL FUEL RESOURCES, INC.

                               INCOME STATEMENT
                                  (Unaudited)

                                                 Six Months       Twelve Months
                                                    Ended             Ended
                                                 March 1995        March 1995  

Operating Revenues:
   Gas - Retail                                  $22,401,526       $41,380,048
   Gas- Wholesale                                  1,081,001         4,128,574
   Other                                             238,804           163,343
   Partnership Income                                      0                 0
                                                  ___________      ____________

                                                 $23,721,331       $45,671,965
                                                  ___________      ____________

Operating Expenses:
   Purchase Gas                                   20,869,776        42,017,112
   General and Administrative                        923,251         1,420,333
   Depletion, Depreciation and Amortization           10,657            11,576
   Franchise and Other Taxes                          16,619            20,626
                                                  ___________      ____________

                                                 $21,820,303       $43,469,647
                                                  ___________      ____________

Operating Income (loss)                           $1,901,028         2,202,318
                                                  ___________      ____________

Interest Income                                      121,697           210,880
Interest Expense                                       3,705             5,230
Amortization and Misc Deductions                         257              (82)
                                                  ___________      ____________

                                                    $117,735          $205,732
                                                  ___________      ____________

Net Income Before Tax                             $2,018,763        $2,408,050
                                                  ___________      ____________

Income Taxes:
   Federal                                           842,782         1,032,353
   State                                              52,994         (123,890)
   Deferred                                        (160,344)         (223,685)
                                                  ___________      ____________

                                                    $735,432          $684,778
                                                  ___________      ____________

Net Income                                        $1,283,331        $1,723,272
                                                  ===========      ============



                                                     EXHIBIT B (PAGE 1 OF 2)
                                                     13TH RULE 24 CERTIFICATE
                                                     FILE NO. 70-7833



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                               AT MARCH 31, 1995
                                  (Unaudited)


ASSETS

Current Assets:

      Cash                                            $  184,753
      Short Term Investments                           4,026,743
      Accounts Receivable                              5,962,950
      Accounts Receivable-Intercompany                    22,753
      Reserve for Doubtful Accounts                    (533,000)
      Other Current Assets                             (107,395)
                                                      ___________

                                                      $9,556,804

Property, Plant, and Equipment
      Furniture and Fixtures                              18,582
      Less - Accumulated Depreciation                   (42,163)
                                                      ___________

                                                         $60,745

Other Assets:

      Long Term Investments                            1,526,839
      Other Deferred Debits                                9,810
      Deferred Tax Asset                                       1
                                                      ___________

                                                      $1,536,650
                                                      ___________

                                                     $11,154,199
                                                      ===========

                                                     EXHIBIT B (PAGE 2 OF 2)
                                                     13TH RULE 24 CERTIFICATE
                                                     FILE NO. 70-7833



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                               AT MARCH 31, 1995
                                  (Unaudited)


LIABILITIES

Current Liabilities:
      Accounts Payable                                  $994,741
      Accrued Liabilities                                920,652
      Accrued Sales Tax                                    9,663
      Current Income Taxes-Federal                       817,769
                          -State                         (7,659)
      Accounts Payable-Intercompany                      783,400
      Notes Payable-Intercompany                              --
                                                      ___________

                                                       3,518,567


Long Term Liabilities:

      Deferred Income Taxes                              210,390
      Miscellaneous Deferred Credits                     481,627
                                                      ___________

                                                      $  692,017

Stockholder's Equity:

      Common Stock                                        10,000
      Capital Paid in Excess of Par                    3,490,000
      Retained Earnings                                3,443,615
                                                      ___________

                                                      $6,943,615
                                                      ___________

                                                     $11,154,199
                                                      ===========



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