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 January 1, 1997
through March 31, 1997, 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
John F. McKnight NSO 8/29/95 $27.9375 1/13/97 3,921 -0-
John F. McKnight ISO 8/29/95 27.9375 1/13/97 79 -0-
Roger W. Wilcox ISO 6/9/94 31.625 2/4/97 1,120 847
Richard Hare ISO 8/29/95 27.9375 2/21/97 3,579 2,305
Richard Hare NSO 8/29/95 27.9375 2/21/97 26,421 17,017
William J. Hill NSO 8/29/95 27.9375 2/12/97 32,500 -0-
Curtis W. Lee ISO 8/29/95 27.9375 3/13/97 350 -0-
Curtis W. Lee ISO 8/29/95 27.9375 3/31/97 170 -0-
These were the only exercises of options pursuant to the National
Fuel Gas Company 1993 Award and Option Plan during the period January 1, 1997
- - March 31, 1997.
In witness WHEREOF, National has caused this certificate to be
executed this 9th day of April, 1997.
By /s/ Philip C. Ackerman
Philip C. Ackerman
Senior Vice President
