NATIONAL FUEL GAS CO
35-CERT, 1995-02-07
NATURAL GAS DISTRIBUTION
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       UNITED STATES OF AMERICA
            Before the
SECURITIES AND EXCHANGE COMMISSION          
____________________________________________

            In the Matter of
                                                     TWELFTH
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 

Three and Twelve Months ended December 31, 1994.  Also attached as 

Exhibit "B", is the Balance Sheet of NFR as of December 31, 1994.

         IN WITNESS WHEREOF, the undersigned companies have duly 

caused this Certificate to be signed this 7th day of February, 

1995.


                                  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
                                                 12TH RULE 24 CERTIFICATE
                                                 FILE NO. 70-7833

                         NATIONAL FUEL RESOURCES, INC.

                               INCOME STATEMENT
                                  (Unaudited)

                                                Three Months      Twelve Months
                                                    Ended             Ended
                                                December 1994     December 1994

Operating Revenues:
   Gas - Retail                                   $9,707,042       $44,136,191
   Gas- Wholesale                                    167,509         5,960,000
   Other                                            (97,590)         (124,194)
                                                  ___________      ____________

                                                  $9,776,961       $49,971,997
                                                  ___________      ____________

Operating Expenses:
   Purchase Gas                                    8,773,608        46,847,914
   General and Administrative                        367,056         1,105,622
   Depletion, Depreciation and Amortization              745             2,124
   Franchise and Other Taxes                          38,593           305,738
                                                  ___________      ____________

                                                  $9,180,002       $48,261,398
                                                  ___________      ____________

Operating Income                                    $596,959         1,710,599
                                                  ___________      ____________

Interest Income                                       57,354           166,104
Interest Expense                                       1,370             4,680
Amortization and Misc Deductions                          12          (13,406)
                                                  ___________      ____________

                                                     $55,972          $174,830
                                                  ___________      ____________

Net Income Before Tax                               $652,931        $1,885,429
                                                  ___________      ____________

Income Taxes:
   Federal                                           275,447           739,513
   State                                              19,591          (71,264)
   Deferred                                         (55,678)         (130,178)
                                                  ___________      ____________

                                                    $239,360          $538,071
                                                  ___________      ____________

Net Income                                          $413,571        $1,347,358
                                                  ===========      ============



                                                     EXHIBIT B (PAGE 1 OF 2)
                                                     12TH RULE 24 CERTIFICATE
                                                     FILE NO. 70-7833



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                             AT DECEMBER 31, 1994
                                  (Unaudited)


ASSETS

Current Assets:

      Cash                                            $  215,218
      Short Term Investments                           2,473,163
      Accounts Receivable                              5,833,536
      Accounts Receivable-Intercompany                    16,334
      Reserve for Doubtful Accounts                    (259,000)
      Other Current Assets                               452,024
                                                      ___________

                                                      $8,731,275

Property, Plant, and Equipment
      Furniture and Fixtures                              18,582
      Less - Accumulated Depreciation                      6,258
                                                      ___________

                                                         $12,324

Other Assets:

      Long Term Investments                              542,224
      Other Deferred Debits                               11,028
      Deferred Tax Asset                                      --
                                                      ___________

                                                      $  553,252
                                                      ___________

                                                      $9,296,851
                                                      ===========

                                                     EXHIBIT B (PAGE 2 OF 2)
                                                     12TH RULE 24 CERTIFICATE
                                                     FILE NO. 70-7833



                         NATIONAL FUEL RESOURCES, INC.

                                 BALANCE SHEET

                             AT DECEMBER 31, 1994
                                  (Unaudited)


LIABILITIES

Current Liabilities:
      Accounts Payable                                $1,045,205
      Accrued Liabilities                                435,494
      Accrued Sales Tax                                    4,180
      Current Income Taxes-Federal                       250,434
                          -State                        (40,062)
      Accounts Payable-Intercompany                    1,099,737
      Notes Payable-Intercompany                              --
                                                      ___________

                                                       2,794,987


Long Term Liabilities:

      Deferred Income Taxes                              315,057
      Miscellaneous Deferred Credits                     112,953
                                                      ___________

                                                      $  428,010

Stockholder's Equity:

      Common Stock                                        10,000
      Capital Paid in Excess of Par                    3,490,000
      Retained Earnings                                2,573,854
                                                      ___________

                                                      $6,073,854
                                                      ___________

                                                      $9,296,851
                                                      ===========



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