UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1996
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
(Full title of the Plan)
NATIONAL FUEL GAS COMPANY
(Name of issuer of the securities held pursuant to the Plan)
10 Lafayette Square, Buffalo, New York 14203
(Address of principal executive office)
<PAGE>
REQUIRED INFORMATION
(1) Plan financial statements and schedules prepared in accordance with
financial reporting requirements of ERISA.
See accompanying Index on page 3.
(2) Signature
(3) Exhibits
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
<PAGE>
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
Page
Number
------
Report of Independent Accountants 4
Financial Statements:
Statement of Assets Available for Plan
Benefits, with Fund Information, at
December 31, 1996 with Comparative
Totals at December 31, 1995 5 - 6
Statement of Changes in Assets Available
for Plan Benefits, with Fund Information,
for the Year Ended December 31, 1996 with
Comparative Totals for the Year Ended
December 31, 1995 7 - 8
Notes to Financial Statements 9 - 11
Schedules:
Schedule I - Item 27a - Schedule of
Assets Held for Investment Purposes
at December 31, 1996 12
Schedule II - Item 27d - Schedule of
Reportable Transactions for the Year
Ended December 31, 1996 13 - 16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and
Administrative Committee of the
National Fuel Gas Company
Tax-Deferred Savings Plan
In our opinion, the accompanying statement of assets available for plan
benefits, with fund information, and the related statement of changes in assets
available for plan benefits, with fund information, present fairly, in all
material respects, the assets of the National Fuel Gas Company Tax-Deferred
Savings Plan at December 31, 1996, and the changes in its assets for the year
then ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Administrative Committee; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by the
Administrative Committee, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.
We have previously audited, in accordance with generally accepted
auditing standards, the statement of assets available for plan benefits as of
December 31, 1995 and the related statement of changes in assets available for
plan benefits for the year then ended (not presented herein) and in our report
dated June 20, 1996 we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed statement of assets available for plan benefits as of December 31,
1995 and the condensed statement of changes in assets available for plan
benefits for the year ended December 31, 1995, when read in conjunction with the
financial statements from which it has been derived, is fairly stated in all
material respects in relation thereto.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The fund information in the statement of assets available for
benefits and the statement of changes in assets available for benefits is
presented for purposes of additional analysis rather than to present the assets
available for plan benefits and changes in assets available for benefits of each
fund. Schedules I and II and the fund information have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
Buffalo, New York
June 13, 1997
<PAGE>
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
AT DECEMBER 31, 1996 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1995
Employer
Contributions Participant Wage Reductions
------------- -------------------------------------------------------
Vanguard Funds
----------------------------------------
National Fuel National Fuel International
Gas Company Gas Company Investment Equity
Common Stock Common Stock Contract Index Index Fund -
Fund B Fund A Trust Trust-500 Pacific Portfolio
------------- ------------- ---------- --------- -----------------
<S> <C> <C> <C> <C> <C>
Investments at
market (historical
cost $35,556,464 and
$30,237,461,
respectively) $8,722,551 $13,315,575 $3,241,334 $12,851,906 $516,126
Receivables
Employer Contributions 107,651 - - - -
Participant Wage Reductions - 154,568 41,824 189,254 13,815
---------- ---------- ---------- ----------- --------
Assets Available for Plan
Benefits $8,830,202 $13,470,143 $3,283,158 $13,041,160 $529,941
========== =========== ========== =========== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
AT DECEMBER 31, 1996 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1995
Participant Wage Reductions
- --------------------------------------------------------------
Vanguard Funds
- -------------------------------------------------
International
Equity Money Market Total Participant Total all Funds Combined
Index Fund - Reserves, Inc. Bond Market Loan December 31,
European Portfolio - Prime Portfolio Account 1996 1995
- ------------------ -------------- ----------- ----------- -------- --------
<C> <C> <C> <C> <C> <C>
$1,263,017 $2,732,829 $1,534,789 $1,328,705 $45,506,832 $34,991,129
- - - - 107,651 89,371
23,624 26,470 25,697 - 475,252 428,807
---------- ---------- ---------- ---------- ----------- -----------
$1,286,641 $2,759,299 $1,560,486 $1,328,705 $46,089,735 $35,509,307
========== ========== ========== ========== =========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1996 WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1995
Employer
Contributions Participant Wage Reductions
------------- --------------------------------------------------------
Vanguard Funds
-----------------------------------------
National Fuel National Fuel International
Gas Company Gas Company Investment Equity
Common Stock Common Stock Contract Index Index Fund -
Fund B Fund A Trust Trust-500 Pacific Portfolio
------------- ------------- ---------- --------- -----------------
<S> <C> <C> <C> <C> <C>
Investment Income from National
Fuel Gas Company Common
Stock Funds $ 333,818 $ 510,317 $ - $ - $ -
Interest Income - - 190,138 - -
Investment Income from Mutual
Funds - - - 277,231 4,431
---------- ----------- ----------- ----------- --------
Total Investment Income 333,818 510,317 190,138 277,231 4,431
Net Appreciation (Depreciation)
in Fair Value of Investments 1,575,136 2,403,383 - 2,059,517 (51,040)
Employer Matching Contributions 1,214,795 - - - -
Participant Wage Reductions - 1,661,160 519,492 1,873,155 163,236
Participant Purchase Fees - - - - (2,433)
Rollovers and Other Individual
Transfers In - - 11,947 - -
Payments to Participants or
Beneficiaries (704,029) (859,683) (411,561) (794,527) (118,948)
Transfers (to)/from Associated
Funds - (224,890) (178,135) 212,262 (68,656)
---------- ----------- ----------- ----------- --------
Increase (Decrease) in Assets
Available for Plan Benefits
During the Year 2,419,720 3,490,287 131,881 3,627,638 (73,410)
Assets Available for Plan
Benefits:
Beginning of Year 6,410,482 9,979,856 3,151,277 9,413,522 603,351
---------- ----------- ---------- ----------- --------
End of Year $8,830,202 $13,470,143 $3,283,158 $13,041,160 $529,941
========== =========== ========== =========== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Participant Wage Reductions
- ------------------------------------------------------------
Vanguard Funds
- -----------------------------------------------
International
Equity Money Market Total Participant Total all Funds Combined
Index Fund - Reserves, Inc. Bond Market Loan December 31,
European Portfolio - Prime Portfolio Account 1996 1995
- ------------------ -------------- ----------- ----------- ----------- -----------
<C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ 844,135 $ 710,296
- - - 103,004 293,142 228,498
31,098 141,960 93,025 - 547,745 457,061
---------- ---------- ---------- ---------- ----------- -----------
31,098 141,960 93,025 103,004 1,685,022 1,395,855
182,539 - (38,065) - 6,131,470 5,799,843
- - - - 1,214,795 1,145,317
243,398 259,598 287,881 - 5,007,920 4,894,586
(3,820) - - - (6,253) (5,707)
- - - - 11,947 33,597
(59,087) (391,686) (121,783) (3,169) (3,464,473) (1,053,128)
22,439 (35,365) 13,947 258,398 - -
---------- ---------- ---------- ---------- ----------- -----------
416,567 (25,493) 235,005 358,233 10,580,428 12,210,363
870,074 2,784,792 1,325,481 970,472 35,509,307 23,298,944
---------- ---------- ---------- ---------- ----------- -----------
$1,286,641 $2,759,299 $1,560,486 $1,328,705 $46,089,735 $35,509,307
========== ========== ========== ========== =========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF PLAN
- ----------------------------
General:
-------
The following description of the National Fuel Gas Company Tax-Deferred
Savings Plan ("Plan") is provided for general information purposes, and is
qualified in its entirety by reference to the Plan. The Plan was adopted April
10, 1989, effective as of July 1, 1989, and has been amended since that time. It
is subject to certain provisions of the Employee Retirement Income Security Act
of 1974.
Eligibility and Participation:
-----------------------------
Originally, the Plan was established for the benefit of employees of
National Fuel Gas Company and its subsidiaries ("Company") who were subject to a
collective bargaining agreement between the Company and the International
Brotherhood of Electrical Workers ("IBEW"), Locals 2154, 2199 and 2199-J. These
employees became eligible to participate in the Plan on July 1, 1989 or, if
later, after completing six full months of employment and attaining age 21.
Employees subject to collective bargaining agreements between the Company and
the IBEW Local 2279 and the International Brotherhood of Firemen and Oilers,
Locals 22, 23, 25 and 251 also became eligible to participate in the Plan on
August 1, 1990 or, if later, after completing six full months of employment and
attaining age 21.
Contributions:
-------------
Plan participants may direct the Company to reduce their base pay by a
specified full percentage of at least 2% and not more than 15%. The 15% limit is
reduced by 1% for each percent of base pay contributed to the National Fuel Gas
Company Employees' Thrift Plan ("Thrift Plan") by the employee for the same
payroll period. These wage reductions are subject to certain Plan and Internal
Revenue Code limitations, and the Company remits them to the Plan Trustee on the
participants' behalf. In addition, the Company makes an employer matching
contribution that ranges from 1% to 3.5% of the participants' base pay depending
upon their years of service and rate of wage reduction contributions. However,
these employer matching contributions are reduced by the Thrift Plan matching
contributions for such participants for such payroll period.
"Base pay" is defined in the Plan generally to mean a participant's
basic compensation for a payroll period. An individual participant's wage
reduction contributions to the Plan are subject to ceilings imposed by the Tax
Reform Act of 1986. However, Company matching contributions are not subject to
such ceilings. The ceiling was $9,500 for 1996 and will continue to be $9,500
for 1997.
Participants' accounts, including all wage reduction contributions,
employer matching contributions, and the increments thereon, are at all times
fully vested and nonforfeitable.
Investment Alternatives for Wage Reduction Contributions:
--------------------------------------------------------
Participants may invest their wage reduction contributions in the
common stock of National Fuel Gas Company ("National Stock Fund A"), the
Vanguard
<PAGE>
Investment Contract Trust and/or in one or more of five mutual funds, in
increments of 10%. A separate account is maintained for each participant showing
his interest in each fund.
The National Stock Fund A allows participants to invest their wage
reduction contributions in a fund consisting primarily of National Fuel Gas
Company common stock. This fund also maintains a small cash position in Vanguard
Money Market Reserves and may also include receivables and/or payables for
unsettled security transactions and receivables for accrued dividends.
The Vanguard Investment Contract Trust invests primarily in investment
contracts issued by insurance companies, commercial banks, and other similar
types of fixed principal investments. Effective April 30, 1997, the trust's name
was changed to the Vanguard Retirement Savings Trust. The investment objective
of the trust did not change.
Five mutual funds are currently offered by The Vanguard Group of
Investment Companies: the Vanguard Index Trust-500 Portfolio, which invests in
publicly traded common stocks and attempts to duplicate the investment
performance of the Standard & Poors 500 Composite Price Index; the Vanguard
Money Market Reserves-Prime Portfolio, which invests in money market instruments
which mature in one year or less; the Vanguard Bond Index Fund-Total Bond Market
Portfolio, which invests in bonds and other "fixed-income" securities and seeks
to duplicate the investment performance of the Lehman Brothers Aggregate Bond
Index; the Vanguard International Equity Index Fund - Pacific Portfolio, which
attempts to provide investment results paralleling those of the Morgan Stanley
Capital International Pacific Index, a diversified index of common stocks of
companies located in Japan, Australia, New Zealand, Hong Kong and Singapore; and
the Vanguard International Equity Index Fund - European Portfolio, which
attempts to provide investment results that correspond to the price and yield
performance of European stocks, in the aggregate, as represented by the Morgan
Stanley Capital International Europe (Free) Index.
Participants may, in accordance with the rules and restrictions of the
Plan, transfer existing balances among the available investment funds, reduce or
increase the percentage of wage reduction elected, redirect their current wage
reduction contributions into different investment funds, or suspend wage
reduction contributions altogether.
Employer Matching Contributions:
-------------------------------
Employer matching contributions are invested in a fund consisting
primarily of the common stock of National Fuel Gas Company ("National Stock Fund
B"). This fund also maintains a small cash position in Vanguard Money Market
Reserves and may also include receivables and/or payables for unsettled security
transactions and receivables for accrued dividends. A separate account is
maintained for each participant showing his interest in this fund. Participants
may not redirect their interests in this fund into any other fund.
Withdrawals, Loans and Distributions:
------------------------------------
Plan participants (or their beneficiaries) may receive distributions
from the Plan upon death, retirement, disability or other termination, in
accordance with a qualified domestic relations order, or in the event of
hardship, subject to the Plan's limitations and restrictions. Additionally, Plan
participants may borrow from their accounts in accordance with various Plan
rules. In certain cases, participants may postpone receipt of Plan
distributions.
<PAGE>
Administration:
--------------
National Fuel Gas Company is the Administrator of the Plan. A
Tax-Deferred Savings Plan Committee appointed by National Fuel Gas Company's
Board of Directors exercises National Fuel Gas Company's duties as
Administrator. The assets of the Plan are held by the Trustee, Vanguard
Fiduciary Trust Company ("Vanguard").
National Fuel Gas Company has the right to terminate, amend, or modify
the Plan at any time.
The Plan is not required to be insured by the Pension Benefit Guaranty
Corporation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of Accounting and Valuation:
---------------------------------
The accounts of the Plan are maintained on the accrual basis. National
Stock Funds A and B are reported on a current value basis using the quoted
market value of National Fuel Gas Company common stock and the value of the cash
positions and receivables at the close of the Plan year. Mutual funds are
reported on a current value basis, using quoted market values of the investments
at the close of the Plan year. The investment contracts in the Vanguard
Investment Contract Trust are carried at fair value, which approximates contract
value, as determined by the Vanguard Investment Contract Trust's Investment
Committee. National Fuel Gas Company stock distributed to participants is
reflected at market value at the date of distribution.
Administrative Expenses:
-----------------------
Expenses related to administration of the Plan and Trust are borne by
the Company. The Company paid Vanguard $62,655 for services in connection with
the Plan and Trust for the year ended December 31, 1996. Brokerage commissions
and similar costs of acquiring or selling securities (if any) that are incurred
by the investment funds are borne by the participant.
NOTE 3 - INCOME TAXES
- ---------------------
The Internal Revenue Service has determined that the Plan qualifies
under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as
amended. Accordingly, no provision for income taxes has been recorded.
NOTE 4 - PARTIES-IN-INTEREST
- ----------------------------
For the Plan years ended December 31, 1996 and 1995, there were no
known prohibited transactions with parties-in-interest as defined in ERISA
Sections 406 and 407(a) and Internal Revenue Code Section 4975(c).
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
----------
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1996
-----------------
(c) Description of Investment
(b) Identity of Issue, Including Maturity Date, Rate
Borrower, Lessor of Interest, Collateral, Par (e) Current
(a) or Similar Party or Maturity Value (d) Cost Value
- --- ---------------------- ---------------------------------- -------- ------------
<S> <C> <C> <C> <C>
* National Fuel Gas Company
Stock Funds:
National Fuel Gas Company Stock Fund A (900,309 units) $ 9,759,062 $13,315,575
National Fuel Gas Company Stock Fund B (589,760 units) 6,297,673 8,722,551
----------- -----------
Total National Fuel Gas Company
Stock Funds 16,056,735 22,038,126
----------- -----------
Mutual Funds (1):
* Vanguard Group of Index Trust - 500 Portfolio
Investment Companies (185,829 units) 9,131,793 12,851,906
* Vanguard Group of International Equity Index
Investment Companies Fund - Pacific Portfolio
(49,108 units) 535,904 516,126
* Vanguard Group of International Equity Index
Investment Companies Fund - European Portfolio
(76,223 units) 996,053 1,263,017
* Vanguard Group of Money Market Reserves, Inc.
Investment Companies - Prime Portfolio
(2,732,829 units) 2,732,829 2,732,829
* Vanguard Group of Total Bond Market Portfolio
Investment Companies (155,974 units) 1,533,111 1,534,789
----------- -----------
Total Vanguard Mutual Funds 14,929,690 18,898,667
----------- -----------
Common/Collective Trust (2):
* Vanguard Group of Investment Contract Trust
Investment Companies (3,241,334 units) 3,241,334 3,241,334
* National Fuel Gas Company
Tax-Deferred Savings Plan Participant Loan Account 1,328,705 1,328,705
----------- -----------
TOTAL ASSETS HELD FOR INVESTMENT $35,556,464 $45,506,832
=========== ===========
</TABLE>
* Denotes known party-in-interest to the Plan.
(1) The financial statements of the mutual funds have been filed with the
Securities and Exchange Commission by the Vanguard Group of Investment
Companies, investment companies registered under the Investment Company
Act of 1940.
(2) The audited annual report for the Vanguard Investment Contract Trust has
been filed with the Department of Labor by the Vanguard Fiduciary Trust
Company. The entity's tax identification number is 23-695-3141.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(b) Description of
Asset (Include
Interest Rate (f) Expense
(a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of
Party Involved in Case of Loan) Price Price Rental Transaction Asset
- ------------------- --------------------- ------------ ----------- ---------- ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Purchase Transactions
- ---------------------
Vanguard Group of
Investment Companies Index Trust - 500
(104 Transactions) Portfolio $3,105,279 $ - $ - $ - $3,105,279
Vanguard Group of
Investment Companies Investment
(76 Transactions) Contract Trust 938,071 - - - 938,071
National Fuel Gas
Company
(64 Transactions) Stock Fund A 2,734,319 - - - 2,734,319
National Fuel Gas
Company
(16 Transactions) Stock Fund B 1,530,332 - - - 1,530,332
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(h) Current Value
of Asset on
Transaction (i) Net Gain
Date or (Loss)
- ----------------- -------------
<C> <C>
$3,105,279 $ -
938,071 -
2,734,319 -
1,530,332 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(b) Description of
Asset (Include
Interest Rate (f) Expense
(a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of
Party Involved in Case of Loan) Price Price Rental Transaction Asset
- ------------------- --------------------- ------------ ------------ ---------- ------------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Sale Transactions
- -----------------
Vanguard Group of
Investment Companies Index Trust - 500
(92 Transactions) Portfolio $ - $1,574,971 $ - $ - $1,173,716
Vanguard Group of
Investment Companies Investment
(76 Transactions) Contract Trust - 790,529 - - 790,529
National Fuel Gas
Company
(95 Transactions) Stock Fund A - 1,663,008 - - 1,343,899
National Fuel Gas
Company
(26 Transactions) Stock Fund B - 704,029 - - 540,502
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(h) Current Value
of Asset on
Transaction (i) Net Gain
Date or (Loss)
- ----------------- ------------
<C> <C>
$1,574,971 $401,255
790,529 -
1,663,008 319,109
704,029 163,527
</TABLE>
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
NATIONAL FUEL GAS COMPANY
TAX DEFERRED SAVINGS PLAN
(Name of Plan)
By /s/ Joseph P. Pawlowski
-------------------------------------
Joseph P. Pawlowski
Treasurer and Principal Accounting
Officer of National Fuel Gas Company,
Member of the Tax-Deferred Savings
Plan Committee
Date: June 24, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
Exhibit I
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-28037) of the National Fuel Gas Company
Tax-Deferred Savings Plan of our report dated June 13, 1997 appearing on page 4
of this Form 11-K.
Price Waterhouse LLP
Buffalo, New York
June 24, 1997
