UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
__________________________________
IN THE MATTER OF CERTIFICATE
NATIONAL FUEL GAS COMPANY PURSUANT TO
FILE NO. 70-8109 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 Declaration, as amended, of National Fuel Gas Company
("National"), in the above file, and pursuant to the Order dated
March 5, 1993 of the Securities and Exchange Commission with respect
thereto.
On December 17, 1994, the Compensation Committee of the
Board of Directors of National awarded Restricted Stock pertaining to
8,000 shares of National's common stock pursuant to the National Fuel
Gas Company 1993 Award and Option Plan ("Plan") to the following four
individuals:
NAME NUMBER OF
SHARES GRANTED
Walter E. DeForest 2,000
Bruce H. Hale 2,000
Dennis J. Seeley 2,000
David F. Smith 2,000
The total number of shares of restricted stock awarded under
the Plan during the time period October 1, 1994 - December 31, 1994
was 8,000. No options were granted or other awards made under the
Plan during that period.
In witness WHEREOF, National has caused this certificate to
be executed this 10th day of January, 1995.
By_/s/ Richard M. DiValerio
Richard M. DiValerio
Secretary
