UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_________________________________
IN THE MATTER OF FIRST
NATIONAL FUEL GAS COMPANY CERTIFICATE
FILE NO. 70-8943 PURSUANT TO
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 January 24, 1997 of the
Securities and Exchange Commission with respect thereto.
The following individuals, during the period January 1, 1997
through March 31, 1997, were issued shares of National Fuel Gas
Company common stock pursuant to the National Fuel Gas Company
Retainer Policy for Non-Employee Directors as identified below:
FMV per
Date share on Number of
of Date of Shares
Name Issuance Issuance Issued
Robert T. Brady 3/7/97 $43.00 100
William J. Hill 3/7/97 43.00 100
Luiz F. Kahl 3/7/97 43.00 100
Bernard S. Lee 3/7/97 43.00 100
Eugene T. Mann 3/7/97 43.00 100
George L. Mazanec 3/7/97 43.00 100
George H. Schofield 3/7/97 43.00 100
These were the only issuances of common stock pursuant to
the National Fuel Gas Company Retainer Policy for Non-Employee
Directors during the period January 1, 1997 - March 31, 1997.
In witness WHEREOF, National has caused this certificate to
be executed this 6th day of May, 1997.
By /s/ Anna Marie Cellino
Anna Marie Cellino
Secretary
