NATIONAL FUEL GAS CO
35-CERT, 1997-05-14
NATURAL GAS DISTRIBUTION
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      UNITED STATES OF AMERICA
            Before the
SECURITIES AND EXCHANGE COMMISSION
- --------------------------------------------

            In the Matter of

NATIONAL FUEL GAS COMPANY                                     FIFTH
NATIONAL FUEL GAS DISTRIBUTION CORPORATION                    CERTIFICATE
NATIONAL FUEL GAS SUPPLY CORPORATION                          PURSUANT TO
SENECA RESOURCES CORPORATION                                  RULE 24
UTILITY CONSTRUCTORS, INC.
HIGHLAND LAND & MINERALS, INC.
LEIDY HUB, INC.
DATA-TRACK ACCOUNT SERVICES, INC.
NATIONAL FUEL RESOURCES, INC.
HORIZON ENERGY DEVELOPMENT, INC.

File No. 70-8729
(Public Utility Holding Company Act of 1935)
- --------------------------------------------


                  THIS  IS  TO  CERTIFY,  pursuant  to  Rule  24,  that  certain
transactions  proposed  by  National  Fuel  Gas  Company  ("National")  and  its
subsidiaries,   National  Fuel  Gas  Distribution   Corporation   ("Distribution
Corporation"),  National  Fuel Gas Supply  Corporation  ("Supply  Corporation"),
Seneca Resources Corporation  ("Seneca"),  Utility  Constructors,  Inc. ("UCI"),
Highland  Land  &  Minerals,  Inc.  ("Highland"),  Leidy  Hub,  Inc.  ("Leidy"),
Data-Track Account Services, Inc. ("Data-Track"),  National Fuel Resources, Inc.
("NFR") and Horizon Energy  Development,  Inc.  ("Horizon  Energy") in Form U-1,
Application-Declaration,  File No. 70-8729, as amended, have been carried out in
accordance with the terms and conditions, and for the purposes as represented by
said  Application-Declaration,  and the  Order of the  Securities  and  Exchange
Commission  ("Commission")  (HCAR No.  35-26443  dated  December  28, 1995) with
respect thereto.

<PAGE>

                  During  the  quarter   ended  March  31,  1997  the  following
borrowing transactions occurred:

                  1.         Sales and resales of commercial paper for the 
                  quarter  are shown on the  attached  certificates  of  Merrill
                  Lynch Money Markets, Inc. and Chase Securities, Inc.

                  2.         National increased its outstanding borrowings by
                  issuing   short-term   notes  to  banks  or  other   financial
                  institutions  in the  amounts,  on the  dates and at the rates
                  indicated  below.  The proceeds  from the sales of these notes
                  were  transferred  by National to the System  Money Pool to be
                  utilized  by  National's  subsidiaries.   This  schedule  also
                  reflects renewals at different rates.

                                    DATE            AMOUNT            RATE
                                    ----            ------            ----

                                  01/02/97        $15,000,000         5.42%
                                  01/02/97          5,900,000         5.74
                                  01/02/97          5,000,000         5.52
                                  01/02/97          2,300,000         5.96
                                  01/03/97          4,300,000         5.40
                                  01/06/97         18,000,000         5.30
                                  01/07/97         12,800,000         5.28
                                  01/08/97         13,300,000         5.28
                                  01/09/97         11,800,000         5.30
                                  01/10/97         11,100,000         5.28
                                  01/13/97         15,000,000         5.46
                                  01/13/97          3,000,000         5.34
                                  01/14/97          6,000,000         5.25
                                  01/15/97         10,000,000         5.51
                                  01/15/97         15,000,000         5.37
                                  01/15/97          8,000,000         5.52
                                  01/16/97          7,200,000         5.30
                                  01/17/97          3,000,000         5.20
                                  01/21/97         15,000,000         5.32
                                  01/22/97          7,200,000         5.28
                                  01/23/97         10,900,000         5.28
                                  01/24/97         10,200,000         5.25
                                  01/27/97         10,000,000         5.49
                                  01/27/97         10,000,000         5.44
                                  01/27/97         33,300,000         5.36
                                  01/28/97         23,400,000         5.39
                                  01/28/97          5,000,000         5.54

<PAGE>

                                  01/29/97        $15,400,000         5.63%
                                  01/30/97         12,300,000         5.46
                                  01/31/97         10,200,000         5.50
                                  01/31/97         20,000,000         5.48
                                  02/03/97         15,000,000         5.40
                                  02/03/97          8,700,000         5.42
                                  02/04/97         16,400,000         5.32
                                  02/05/97         18,800,000         5.28
                                  02/06/97         11,000,000         5.28
                                  02/07/97         16,200,000         5.25
                                  02/10/97         12,100,000         5.26
                                  02/11/97          1,400,000         5.25
                                  02/12/97         11,000,000         5.40
                                  02/13/97          4,600,000         5.28
                                  02/14/97          9,100,000         5.20
                                  02/14/97         10,000,000         5.37
                                  02/18/97         10,000,000         5.35
                                  02/18/97          9,500,000         5.52
                                  02/20/97          6,100,000         5.27
                                  02/21/97            700,000         5.21
                                  02/24/97          1,700,000         5.33
                                  02/24/97         10,000,000         5.30
                                  02/25/97         15,000,000         5.28
                                  02/25/97         15,000,000         5.35
                                  02/25/97         15,000,000         5.40
                                  02/26/97         32,600,000         5.50
                                  02/27/97         28,900,000         5.32
                                  02/28/97         33,500,000         5.53
                                  03/03/97         35,200,000         5.53
                                  03/03/97         20,000,000         5.41
                                  03/04/97         29,000,000         5.35
                                  03/05/97         21,200,000         5.23
                                  03/06/97         11,400,000         5.27
                                  03/07/97          6,300,000         5.26
                                  03/10/97          1,700,000         5.32
                                  03/11/97         13,300,000         5.32
                                  03/12/97          3,900,000         5.52
                                  03/14/97         10,100,000         5.24
                                  03/17/97         21,300,000         5.45
                                  03/17/97         35,000,000         5.41
                                  03/18/97         42,100,000         5.30
                                  03/19/97         35,000,000         5.32
                                  03/20/97         14,400,000         5.45
                                  03/20/97         25,000,000         5.55
                                  03/21/97         10,300,000         5.38

<PAGE>

                                  03/24/97        $13,100,000         5.55%
                                  03/25/97          2,800,000         5.65
                                  03/25/97         35,000,000         5.61
                                  03/26/97         21,200,000         5.80
                                  03/26/97         20,000,000         5.77
                                  03/27/97         19,000,000         5.70
                                  03/27/97         12,600,000         5.70
                                  03/28/97         15,600,000         5.77
                                  03/31/97         20,000,000         6.83
                                  03/31/97         12,000,000         6.28




                  3.         National increased its outstanding borrowings to be
                  used for its own  corporate  purposes  by  issuing  short-term
                  notes to banks or other financial  institutions in the amounts
                  on the dates and at the rates indicated below:

                             None.

                  4.         National transferred the following amounts to the
                  System  Money  Pool on the dates  and at the  rates  indicated
                  below. These amounts were either used to decrease  outstanding
                  System  borrowings  and/or  commercial  paper or  utilized  by
                  National's subsidiaries.

                                    DATE              AMOUNT            RATE
                                    ----              ------            ----


                                  01/03/97          $1,000,000          5.45%
                                  01/17/97           2,100,000          5.44
                                  01/30/97           1,100,000          5.44
                                  02/06/97           1,000,000          5.44
                                  02/07/97             200,000          5.43
                                  02/19/97             500,000          5.43
                                  02/27/97           1,500,000          5.40
                                  03/05/97             900,000          5.38
                                  03/24/97             600,000          5.43


<PAGE>


                  5.         Supply Corporation transferred the following 
                  amounts to the System Money Pool on the dates and at the rates
                  indicated  below.  These  amounts were either used to decrease
                  outstanding  System  borrowings  and/or  commercial  paper  or
                  utilized by National's other subsidiaries.

                             None.

                  6.         Supply Corporation borrowed the following amounts 
                  from the  System  Money  Pool on the  dates  and at the  rates
                  indicated below.

                                    DATE             AMOUNT           RATE
                                    ----             ------           ----

                                  01/03/97         $   300,000        5.45%
                                  01/06/97             200,000        5.43
                                  01/08/97             200,000        5.44
                                  01/14/97             100,000        5.44
                                  01/15/97          11,700,000        5.45
                                  01/17/97             500,000        5.44
                                  01/22/97             400,000        5.43
                                  01/23/97             200,000        5.43
                                  01/24/97             100,000        5.43
                                  01/30/97           1,100,000        5.44
                                  01/31/97           3,100,000        5.44
                                  02/03/97           2,000,000        5.44
                                  02/04/97             700,000        5.43
                                  02/05/97             300,000        5.43
                                  02/06/97             400,000        5.44
                                  02/07/97             700,000        5.43
                                  02/10/97             600,000        5.43
                                  02/12/97           1,000,000        5.44
                                  02/13/97             400,000        5.44
                                  02/14/97           1,300,000        5.43
                                  02/18/97             500,000        5.44
                                  02/19/97             100,000        5.43
                                  02/21/97             200,000        5.44
                                  02/27/97             500,000        5.40
                                  02/28/97           1,500,000        5.43
                                  03/04/97             200,000        5.39
                                  03/05/97             100,000        5.38
                                  03/07/97             200,000        5.40
                                  03/10/97             300,000        5.40
                                  03/14/97             900,000        5.38

<PAGE>

                                  03/17/97          $8,400,000        5.45%
                                  03/18/97           1,000,000        5.37
                                  03/19/97             500,000        5.38
                                  03/21/97             100,000        5.42
                                  03/24/97             300,000        5.43
                                  03/31/97             300,000        5.70



                  7.          Distribution Corporation transferred the following
                  amounts to the System Money Pool on the dates and at the rates
                  indicated  below.  These  amounts were either used to decrease
                  outstanding  System  borrowings  and/or  commercial  paper  or
                  utilized by National's other subsidiaries.

                              None.

                  8.          Distribution Corporation borrowed the following 
                  amounts  from the  System  Money  Pool on the dates and at the
                  rates indicated below:

                                  DATE             AMOUNT            RATE
                                  ----             ------            ----

                                01/15/97         $10,700,000         5.45%
                                01/21/97           2,600,000         5.43
                                01/24/97           2,300,000         5.43
                                01/27/97          49,000,000         5.43
                                01/31/97          11,600,000         5.44
                                02/25/97          57,200,000         5.41
                                02/28/97           1,000,000         5.43
                                03/17/97           6,300,000         5.45
                                03/18/97           5,000,000         5.37
                                03/25/97          42,000,000         5.46
                                03/31/97          11,900,000         5.70



<PAGE>



                  9.         Seneca  transferred the following amounts to the 
                  System  Money  Pool on the dates  and at the  rates  indicated
                  below. These amounts were either used to decrease  outstanding
                  System  borrowings  and/or  commercial  paper or  utilized  by
                  National's other subsidiaries.

                                    DATE             AMOUNT           RATE
                                    ----             ------           ----

                                  03/06/97         $1,200,000         5.39%
                                  03/11/97            200,000         5.39


                  10.         Seneca borrowed the following amounts from the 
                  System  Money  Pool on the dates  and at the  rates  indicated
                  below:

                                    DATE             AMOUNT           RATE
                                    ----             ------           ----

                                  01/02/97         $  500,000         5.47%
                                  01/03/97          1,600,000         5.45
                                  01/06/97            800,000         5.43
                                  01/07/97            800,000         5.44
                                  01/08/97          7,500,000         5.44
                                  01/09/97            100,000         5.44
                                  01/13/97          1,200,000         5.45
                                  01/15/97          2,900,000         5.45
                                  01/16/97          1,200,000         5.44
                                  01/28/97          3,100,000         5.43
                                  01/30/97            700,000         5.44
                                  01/31/97          3,500,000         5.44
                                  02/03/97          1,900,000         5.44
                                  02/05/97            100,000         5.43
                                  02/10/97            300,000         5.43
                                  02/11/97          1,600,000         5.44
                                  02/12/97            500,000         5.44
                                  02/18/97          3,200,000         5.44
                                  02/19/97          1,600,000         5.43
                                  02/27/97          4,100,000         5.40
                                  02/28/97          2,100,000         5.43
                                  03/03/97          1,200,000         5.42
                                  03/04/97            500,000         5.39
                                  03/05/97            400,000         5.38
                                  03/10/97          1,600,000         5.40
                                  03/17/97          3,700,000         5.45

<PAGE>

                                  03/18/97         $4,500,000         5.37%
                                  03/24/97          1,200,000         5.43
                                  03/27/97            100,000         5.53
                                  03/28/97          1,500,000         5.52
                                  03/31/97          4,200,000         5.70



                  11.          UCI  transferred  the following  amounts to the 
                  System  Money  Pool on the dates  and at the  rates  indicated
                  below. These amounts were either used to decrease  outstanding
                  System  borrowings  and/or  commercial  paper or  utilized  by
                  National's other subsidiaries.

                              None.

                  12.         UCI borrowed the following amounts from the System
                  Money Pool on the dates and at the rates indicated below:

                              None.

                  13.         Highland  transferred  the following  amounts to 
                  the System Money Pool on the dates and at the rates  indicated
                  below. These amounts were either used to decrease  outstanding
                  System  borrowings  and/or  commercial  paper or  utilized  by
                  National's other subsidiaries.

                              None.

                  14.         Highland borrowed the following amounts from the 
                  System  Money  Pool on the dates  and at the  rates  indicated
                  below:

                              None.

                  15.         Leidy  transferred the following amounts to the 
                  System  Money  Pool on the dates  and at the  rates  indicated
                  below. These amounts were either used to decrease  outstanding
                  System  borrowings  and/or  commercial  paper or  utilized  by
                  National's other subsidiaries.

                              None.
<PAGE>


                  16.         Leidy borrowed the following amounts from the 
                  System  Money  Pool on the dates  and at the  rates  indicated
                  below:

                              None.

                  17.         Data-Track  transferred the following amounts to 
                  the System Money Pool on the dates and at the rates  indicated
                  below. These amounts were either used to decrease  outstanding
                  System  borrowings  and/or  commercial  paper or  utilized  by
                  National's other subsidiaries.

                              None.

                  18.         Data-Track borrowed the following amounts from the
                  System  Money  Pool on the dates  and at the  rates  indicated
                  below:

                              None.

                  19.         NFR  transferred  the following  amounts to the 
                  System  Money  Pool on the dates  and at the  rates  indicated
                  below. These amounts were either used to decrease  outstanding
                  System  borrowings  and/or  commercial  paper or  utilized  by
                  National's other subsidiaries.

                                    DATE             AMOUNT           RATE
                                    ----             ------           ----

                                  01/02/97         $  900,000         5.46%
                                  01/06/97          1,500,000         5.43
                                  01/08/97            400,000         5.44
                                  01/09/97            600,000         5.44
                                  01/13/97            400,000         5.45
                                  01/14/97            900,000         5.44
                                  01/16/97            200,000         5.44
                                  01/17/97            800,000         5.44
                                  01/21/97          3,400,000         5.43
                                  01/22/97            100,000         5.43
                                  01/23/97            200,000         5.43
                                  01/29/97            100,000         5.45
                                  01/31/97            300,000         5.44
                                  02/04/97          1,100,000         5.43
                                  02/06/97            200,000         5.44
                                  02/11/97          1,000,000         5.44

<PAGE>

                                  02/13/97         $1,000,000         5.44%
                                  02/19/97            400,000         5.43
                                  02/24/97            400,000         5.43
                                  02/27/97          1,500,000         5.40
                                  03/04/97            500,000         5.39
                                  03/11/97            600,000         5.39
                                  03/12/97            400,000         5.40
                                  03/13/97            500,000         5.40
                                  03/14/97            500,000         5.38
                                  03/19/97          1,200,000         5.38
                                  03/20/97            700,000         5.42
                                  03/25/97            900,000         5.46


                  20.         NFR borrowed the following amounts from the System
                  Money Pool on the dates and at the rates indicated below:

                                    DATE             AMOUNT           RATE
                                    ----             ------           ----

                                  02/26/97         $  200,000         5.42%
                                  03/06/97          1,000,000         5.39


                  21.         Horizon  Energy  transferred  the following 
                  amounts to the System Money Pool on the dates and at the rates
                  indicated  below.  These  amounts were either used to decrease
                  outstanding  System  borrowings  and/or  commercial  paper  or
                  utilized by National's other subsidiaries.

                              None.


<PAGE>



                  22.         Horizon Energy borrowed the following amounts from
                  the System Money Pool on the dates and at the rates  indicated
                  below:

                                    DATE             AMOUNT           RATE
                                    ----             ------           ----

                                  01/02/97         $  600,000         5.47%
                                  01/13/97            200,000         5.45
                                  01/23/97            100,000         5.43
                                  02/06/97            100,000         5.44
                                  02/12/97            100,000         5.44
                                  03/03/97            100,000         5.42
                                  03/07/97            100,000         5.40







Dated:  May 14, 1997                NATIONAL FUEL GAS COMPANY



                                   By:  /s/ Gerald T. Wehrlin
                                       ----------------------------------------
                                       Gerald T. Wehrlin
                                       Controller



Chase Securities, Inc.
270 Park Avenue
New York, New York 10017-2070







April 15, 1997



Ms. Donna Cambas
National Fuel Gas Company
10 Lafayette Square - Room 1500
Buffalo, New York  14203


Dear Ms. Cambas,

The is to advise you that in  connection  with the  distribution  of  commercial
paper for the National  Fuel Gas Company  from January  2,1997 to March 31, 1997
all sales and resales on your behalf by Chase Securities, Inc. were made only to
those customers included in the Confidential List retained by the corporation of
National Fuel Gas Company's  commercial paper program.  The issuance of National
Fuel Gas Company commercial paper and sales thereof were made in accordance with
the provisions of that program. A summary of all trade activitiy for the quarter
is attached.


Sincerely,

/s/ Anton J. Schubert

Anton J. Schubert
Vice President


<PAGE>





Chase Securities, Inc.
270 Park Avenue
New York, NY 10017-2070


                            NATIONAL FUEL GAS COMPANY
                            -------------------------

                        First Quarter Performance Report


    PAR         ISSUE     MATURITY
  AMOUNT        DATE        DATE      RATE    YIELD      TERM         TYPE

15,000,000    01/21/97    04/21/97    5.42    5.4945    90 Days    Discounted
10,000,000    01/28/97    03/20/97    5.40    5.4416    51 Days    Discounted
 5,000,000    01/28/97    03/24/97    5.40    5.4449    55 Days    Discounted
 5,000,000    02/10/97    04/18/97    5.37    5.4242    67 Days    Discounted

- ----------

35,000,000


                                           /s/ Anton J. Schubert
                                          -------------------------------------
                                          Anton J. Schubert, Vice President



                                                   Global Money Markets

                                                   Corporate and Institutional
                                                   Client Group

                                                   World Financial Center
                                                   North Tower
                                                   New York, New York 10281-1311
                                                   212 449 1000
                                                   FAX 212 449 0599


MERRILL LYNCH


April 3, 1997




Ms. Donna Cambas
National Fuel Gas Company
10 Lafayette Square - Room 1100
Buffalo, NY  14203

Dear Donna:

This is to advise you that in  connection  with the  distribution  of commercial
paper of  National  Fuel Gas Company  from  January 1, 1997 to March 31, 1997 no
sales or resales were made by Merrill Lynch Money Markets Inc. for National Fuel
Gas Company's commercial paper program. Verification of which is attached.

Sincerely,



/s/ Michael J. Maita

Michael J. Maita



Enclosure


<PAGE>





                       PROGRAM ISSUANCE TRADE DETAIL - CP

                               01/01/97 - 03/31/97


Pgm  Fx/F1  Trade Dt   Sett Dt   MTY    DTM   PAR     Rate    Proceeds



  TOTALS
  ------

Number of Trans:  0
Total Par                         0
Total Proceeds                    0

  Dollar Weighted Averages
  ------------------------

Days to Mty:  NaN
Rate:  NaN

Programs:
     N1       NATIONAL FUEL GAS CO.











04/03/97                                                                 Page 2





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