UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_______________________________
IN THE MATTER OF
NATIONAL FUEL GAS COMPANY CERTIFICATE
FILE NO. 70-6912 PURSUANT TO RULE
70-7049 24
70-7581
(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
files, and pursuant to the Orders dated January 10, 1984 (File No.
70-6912), April 23, 1984 (File No. 70-6967), January 16, 1985 (File
No. 70-7049), May 1, 1987 (File No. 70-7369) December 28, 1988 (File
No. 70-7581), and March 5, 1993 (File No. 70-8111), of the Securities
and Exchange Commission with respect thereto.
The following individuals, during the period January 1, 1996
through March 31, 1996, exercised Incentive Stock Options ("ISO's") or
Non-Qualified Stock Options ("NSO's") as identified below:
Number of
Number of Shares of
Exercise Shares Stock Used
Type Date Price Acquired in Stock-
of of Per Exercise Through for-Stock
Name Grant Grant Share Date Exercise Exercise
Gerard C. Miller NSO 10/5/92 $25.1875 1/11/96 3,500 -0-
Gerard C. Miller NSO 10/5/92 25.1875 1/30/96 1,500 -0-
Roger W. Wilcox NSO 6/14/90 23.8125 1/30/96 2,000 -0-
Roger W. Wilcox NSO 10/21/91 23.875 1/30/96 5,000 -0-
Roger W. Wilcox NSO 10/5/92 25.1875 1/30/96 5,000 -0-
Robert Borneman NSO 1/6/87 19.78125 1/30/96 3,000 -0-
Robert J. Wright NSO 1/6/87 19.78125 2/6/96 3,000 -0-
Robert J. Wright NSO 4/20/88 18.75 2/6/96 2,000 -0-
Robert J. Wright ISO 3/27/89 18.00 2/6/96 2,000 -0-
Bruce H. Hale NSO 1/6/87 19.78125 3/22/96 896 525
Bruce H. Hale NSO 1/6/87 19.78125 3/22/96 1,250 -0-
Bernard J. Kennedy NSO 6/14/90 23.8125 3/25/96 4,000 -0-
Richard Hare NSO 6/14/90 23.8125 3/25/96 7,900 5,553
Richard Hare NSO 10/21/91 23.875 3/25/96 17,500 12,334
Richard Hare NSO 10/5/92 25.1875 3/25/96 7,810 5,867
These were the only exercises of options pursuant to the
National Fuel Gas Company 1984 Stock Plan, the National Fuel Gas Company
1983 Incentive Stock Option Plan or the National Fuel Gas Company 1993
Award and Option Plan during the period January 1, 1996 - March 31, 1996.
IN WITNESS WHEREOF, National has caused this Certificate to be
executed this 1st day of April, 1996.
By /s/ Anna Marie Cellino
Anna Marie Cellino
Secretary
