NATIONAL FUEL GAS CO
U-9C-3, 1997-11-26
NATURAL GAS DISTRIBUTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM U-9C-3
                      QUARTERLY REPORT PURSUANT TO RULE 58
               For the Quarterly Period Ending September 30, 1997

                           Registered Holding Company:

                            National Fuel Gas Company
                           (A New Jersey Corporation)
                               10 Lafayette Square
                             Buffalo, New York 14203






<PAGE>


<TABLE>

                           ITEM 1 - ORGANIZATION CHART
<CAPTION>

Name of Reporting Co.      Energy or Gas  Date of       State of      Percentage of        Nature of  Business
                           Related        Organization  Organization  Voting Securities
                                                                      Held
<S>                        <C>            <C>           <C>           <C>                  <C>

National Fuel Gas Company  Gas            1902          New Jersey    Holds all voting     The Company  is an integrated
                                                                      securities of the    natural gas operation engaged in
                                                                      reporting companies  owning and  holding securities
                                                                      except as indicated  issued by its subsidiaries.
                                                                      below.

Seneca Independence        Gas            1997          Delaware      100%                 Construct and operate
Pipeline Company (New)                                                                     interstate natural gas
                                                                                           transportation facilities.

Niagara Independence       Gas            1997          Delaware      100%                 Gas marketing.
Marketing Company (New)

DirectLink Gas Marketing   Gas            1997          Delaware      25%                  Gas marketing.
Company (New)

Niagara Energy             Gas            1996          Delaware      100%                 Gas marketing.
Trading Inc. (New)

</TABLE>

          NARRATIVE DESCRIPTION:
          National Fuel Gas Company is not a "reporting company" but is included
          in  this  Item 1  because  it  holds  directly  or  indirectly  voting
          securities issued by the reporting companies. During the quarter ended
          September 30, 1997, the reporting  companies  engaged in the following
          activities:

          Seneca Independence  Pipeline Company ("SIP") executed an agreement to
          acquire a 25% general  partnership  interest in Independence  Pipeline
          Company  ("Independence"),  upon  receipt of approval by the SEC under
          the PUHCA (see Form U-1 filed 10/6/97,  File  70-9117).  Under certain
          conditions,   SIP  has  an  option   to  become  a  33.33%   owner  of
          Independence.

          Niagara Independence Marketing Company became a 25% general partner in
          DirectLink Gas Marketing Company ("DirectLink") on September 23, 1997.
          DirectLink   executed   precedent   agreements   under   which,   upon
          satisfaction  of various  conditions,  DirectLink  would purchase firm
          natural gas  transportation  services from (i)  Independence for about
          500,000  Dth/day,  and (ii) ANR  Pipeline  Company  for about  507,000
          Dth/day.  These  tyransactions  are also  described in the Form U-1 at
          File No. 70-9117.

          Niagara  Energy Trading Inc.  ("NET") had been formed without  issuing
          any voting stock in 1996. In July 1997, NET made its initial  issuance
          of  common  stock  to  National  Fuel  Gas  Company.  NET  executed  a
          short-term maximum-rate firm natural gas storage agreement for 200,000
          Dth with National Fuel Gas Supply  Corporation (an associate  company)
          which  allows  NET to inject  gas into  storage  during  November  and
          December  1997,  and to withdraw gas from storage  beginning  December
          1997 through February 1998.




<PAGE>

<TABLE>

            ITEM 2 - ISSUANCE OF SECURITIES AND CAPITAL CONTRIBUTIONS

<CAPTION>

Company         Type of      Principal Amount   Issue or  Cost of     Person to      Collateral  Consideration
Issuing         Security     of Security        Renewal   Capital     Whom Security  Given With  Received for
Stock           Issued                                    Was Issued  Was Issued     Security    Each Security

<S>             <C>          <C>                <C>       <C>         <C>            <C>         <C>

Seneca          Stock        1000 Shares        Issue     N/A         National       N/A         $1,000
Independence                                                          Fuel  Gas
Pipeline                                                              Company
Company

DirectLink Gas  General      25% Interest       Issue     N/A         Niagara        N/A         $0
Marketing       Partnership                                           Independence
Company         Interest                                              Marketing
                                                                      Company

Niagara         Stock        1000 Shares        Issue     N/A         National       N/A         $1,000
Independence                                                          Fuel Gas
Marketing                                                             Company
Company

Niagara         Stock        1000 Shares        Issue     N/A         National       N/A         $1,000
Energy                                                                Fuel Gas
Trading                                                               Company
Inc.

</TABLE>




<PAGE>


                         ITEM 3 -ASSOCIATE TRANSACTIONS
<TABLE>

 PART 1 - TRANSACTIONS PERFORMED BY REPORTING COMPANY ON BEHALF OF ASSOCIATE COMPANIES
<CAPTION>

Reporting Co.  Associate Co.  Types of  Direct   Indirect  Cost of  Total Amount Billed
Rendering      Receiving      Services  Costs    Costs     Capital
Services       Services       Rendered  Charged  Charged
<S>            <C>            <C>       <C>      <C>       <C>      <C>




NONE

</TABLE>






<TABLE>

 PART 2 - TRANSACTIONS PERFORMED BY ASSOCIATE COMPANIES ON BEHALF OF REPORTING COMPANY
<CAPTION>

Reporting Co.  Associate Co.  Types of  Direct   Indirect  Cost of  Total Amount Billed
Rendering      Receiving      Services  Costs    Costs     Capital
Services       Services       Rendered  Charged  Charged


<S>            <C>            <C>       <C>      <C>       <C>      <C>


NONE

</TABLE>



<PAGE>


                    ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

Investment in Energy Related/Gas Related Companies:              (in thousands)

NOTE: All the Reporting Companies are gas-related
      companies; none are energy-related companies.

Investments in Gas-Related Companies:

     Total Current Aggregate Investment:
           Pipeline activities                            $1,000
           Marketing activities                            2,000
                                                          ------
                Total Current Aggregate Investment:               $3,000




<PAGE>

<TABLE>

                           ITEM 5 - OTHER INVESTMENTS
<CAPTION>

Major Line of Energy-  Other Investment in last  Other Investment in This  Reason For Difference
Related Business       U-9C-3 Report             U-9C-3 Report             in Other Investment

<S>                    <C>                       <C>                       <C>

NONE
</TABLE>


<PAGE>


                    ITEM 6- FINANCIAL STATEMENTS AND EXHIBITS

A.  FINANCIAL STATEMENTS:

    1. Balance Sheet for Seneca Independence Pipeline Company      - Attached
    2. Balance Sheet for Niagara Independence Marketing Company    - Attached
    3. Balance Sheet for Niagara Energy Trading Inc.               - Attached


NOTE:  DirectLink Gas Marketing Company had no assets or liabilities at 
       September 30, 1997.

B.  EXHIBITS:  NONE


<PAGE>




               Seneca Independence Pipeline Company (New Company)
                                  Balance Sheet
                              At September 30, 1997
                                   (Unaudited)



ASSETS

Current Assets
        Cash & Temporary Cash Investments              $1,000
                                                       ======


CAPITALIZATION

        Common Stock                                   $1,000
                                                       ======


<PAGE>



              Niagara Independence Marketing Company (New Company)
                                  Balance Sheet
                              At September 30, 1997
                                   (Unaudited)



ASSETS

Current Assets
        Cash & Temporary Cash Investments              $1,000
                                                       ======


CAPITALIZATION

        Common Stock                                   $1,000
                                                       ======


<PAGE>



                    Niagara Energy Trading Inc. (New Company)
                                  Balance Sheet
                              At September 30, 1997
                                   (Unaudited)

ASSETS

Current Assets
        Cash & Temporary Cash Investments              $1,000
                                                       ======

CAPITALIZATION

        Common Stock                                   $1,000
                                                       ======


<PAGE>




SIGNATURES

        Pursuant to the  requirements  of the Public Utility Holding Company Act
of 1935,  National Fuel Gas Company has duly caused this report to be signed and
authorized on its behalf by the undersigned.  Please direct inquiries concerning
this report to the undersigned at (716) 857-7702

Dated:  November 26, 1997



                                        By /s/ James R. Peterson
                                          -------------------------------------
                                           James R. Peterson
                                           Assistant Secretary





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