NATIONAL FUEL GAS CO
35-CERT, 1996-01-02
NATURAL GAS DISTRIBUTION
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                                                               File No. 70-7674

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

             FIRST CERTIFICATE OF NOTIFICATION PURSUANT TO RULE 24
                                     UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                           National Fuel Gas Company
                              10 Lafayette Square
                            Buffalo, New York 14203

              (Name of company or companies filing this statement
                 and addresses of principal executive offices)

                           NATIONAL FUEL GAS COMPANY

                    (Name of top registered holding company)

                                 A. M. Cellino
                                   Secretary
                           National Fuel Gas Company
                              10 Lafayette Square
                            Buffalo, New York 14203

                    (Name and address of agent for service)

The  Commission  is  requested  to  send  copies  of  all  notices,  orders and
communications in connection with this declaration to:

                              Kyle G. Storie, Esq.
                           National Fuel Gas Company
                              10 Lafayette Square
                            Buffalo, New York 14203

<PAGE 2>

              Applicant,  National  Fuel Gas Company  (the  "Company"),  filed a
Post-Effective  Amendment to a Declaration  on Form U-1 under the Public
Utility  Holding  Company Act of 1935 (the "Act")  relating to the  issuance and
sale from time to time by the  Company,  through  December  31,  1999,  of up to
2,000,000  shares of its authorized but unissued common stock, $1 par value (the
"Additional Common Stock"), pursuant to two employee benefit plans, the National
Fuel Gas Company  Tax-Deferred  Savings Plan (the "TDSP") and the National  Fuel
Gas Company  Tax-Deferred  Savings Plan for Non-Union  Employees (the "Non-Union
TDSP").

              On November  30, 1994,  the  Securities  and  Exchange  Commission
issued a Supplemental Order granting and permitting the Declaration, as amended,
to become effective.

              The Company hereby certifies that 15,800 shares and 33,800 shares,
respectively, of the Additional Common Stock were issued and sold under the TDSP
and  the  Non-Union  TDSP,  respectively,  on  the  dates  indicated  below,  in
accordance with the terms and conditions and for the purposes represented by the
Declaration, as amended, and in accordance with the aforesaid Supplemental Order
of the Securities and Exchange Commission with respect thereto.

                                            Shares Issued
                                      ------------------------
                                                     Non-Union
           Date                        TDSP             TDSP
           ----                        ----          ---------

          1/16/95                      5,900           15,300
          1/17/95                      3,300            6,400
           2/9/95                      3,900            6,600
         12/12/95                      2,700            5,500
                                      ------           ------
                                      15,800           33,800


<PAGE 3>

                                   SIGNATURE

              Pursuant  to the  requirements  of the Act,  the  Company has duly
caused this  certificate  to be signed on its behalf in the City of Buffalo and
State of New York on the 2nd day of January, 1996.

                                       NATIONAL FUEL GAS COMPANY



                                       By: /s/ Joseph P. Pawlowski
                                          -------------------------------------
                                          Joseph P. Pawlowski
                                          Treasurer and
                                          Principal Accounting Officer





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