UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_______________________________
IN THE MATTER OF
NATIONAL FUEL GAS COMPANY CERTIFICATE
FILE NO. 70-6912 PURSUANT TO RULE
70-7049 24
70-7581
(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 Declarations
of National Fuel Gas Company ("National"), as amended, in the above
files, and pursuant to the Orders dated January 10, 1984 (File No.
70-6912), April 23, 1984 (File No. 70-6967), January 16, 1985 (File
No. 70-7049), May 1, 1987 (File No. 70-7369) December 28, 1988 (File
No. 70-7581), and March 5, 1993 (File No. 70-8111), 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
James Ramsdell ISO 6/14/90 $23.8125 1/7/97 500 -0-
David F. Smith ISO 3/27/89 18.00 1/22/97 895 350
Roger W. Wilcox ISO 6/15/93 31.50 2/4/97 3,174 2,391
Bernard J. Kennedy NSO 6/14/90 23.8125 3/25/97 15,000 1,612
Dennis J. Seeley ISO 3/27/89 18.00 3/26/97 1,500 -0-
These were the only exercises of options pursuant to the
National Fuel Gas Company 1984 Stock Plan or the National Fuel Gas
Company 1983 Incentive Stock 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
