UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_________________________________
IN THE MATTER OF
NATIONAL FUEL GAS COMPANY CERTIFICATE
FILE NO. 70-8109 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 March 5, 1993 of the Securities
and Exchange Commission with respect thereto.
The following individuals, during the period October 1, 1996
through December 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
Joseph P. Pawlowski NSO 8/29/95 $27.9375 11/7/96 3,163 2,276
Joseph P. Pawlowski ISO 8/29/95 27.9375 11/7/96 3,579 2,576
Larry Giermek ISO 6/9/94 31.625 11/20/96 320 -0-
Richard J. McNally ISO 8/29/95 27.9375 12/10/96 1,000 -0-
Curtis W. Lee ISO 8/29/95 27.9375 12/13/96 130 -0-
John R. Pustulka NSO 8/29/95 27.9375 12/31/96 3,600 -0-
John R. Pustulka ISO 8/29/95 27.9375 12/31/96 550 -0-
These were the only exercises of options pursuant to the National
Fuel Gas Company 1993 Award and Option Plan during the period October 1, 1996
- - December 31, 1996.
On October 11, 1996, the Compensation Committee of the Board of
Directors of National awarded stock options pertaining to 280,000 shares of
National's common stock pursuant to the National Fuel Gas Company 1993 Award
and Option Plan ("Plan"), to the following three individuals:
Name Number of options granted
B. J. Kennedy 150,000 *
P. C. Ackerman 80,000 *
R. Hare 50,000 *
On December 13, 1996, the Compensation Committee of the Board of
Directors of National awarded restricted stock to the following three
individuals:
Name Number of shares
B. J. Kennedy 4,150
P. C. Ackerman 1,150
J. A. Beck 1,000
* Was also awarded an equal number of accompanying SAR's.
In witness WHEREOF, National has caused this
certificate to be executed this 10th day of January, 1997.
By /s/ Philip C. Ackerman
Philip C. Ackerman
Senior Vice President
