NATIONAL FUEL GAS CO
35-CERT, 1997-04-30
NATURAL GAS DISTRIBUTION
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        UNITED STATES OF AMERICA
               Before the
     SECURITIES AND EXCHANGE COMMISSION
- --------------------------------------------

In the Matter of

NATIONAL FUEL GAS COMPANY                                NINETEENTH
NATIONAL FUEL RESOURCES, INC.                            CERTIFICATE
                                                         PURSUANT TO
File No. 70-7833                                         RULE 24

(Public Utility Holding Company Act of 1935)

- --------------------------------------------

              In accordance  with the terms of the Order dated December 20, 1991
issued to National Fuel Gas Company ("National") authorizing National to acquire
the common stock of National Fuel  Resources,  Inc.  ("NFR") (File No.  70-7833,
HCAR No.  35-25437),  attached as Exhibit "A" is an Income  Statement of NFR for
the Twelve Months ended  September 30, 1996. Also attached as Exhibit "B" is the
Balance  sheet of NFR as of September  30,  1996.  This filing is late due to an
oversight  caused by an  internal  change  of  responsibility.  The  undersigned
companies apologize for any inconvenience this may have caused.
              IN WITNESS  WHEREOF,  the  undersigned  companies have duly caused
this Certificate to be signed this 22nd day of April, 1997.

                                      NATIONAL FUEL RESOURCES, INC.



                                      By: /s/ R. J. Kreppel
                                         --------------------------------------
                                         R. J. Kreppel, President


                                      NATIONAL FUEL GAS COMPANY



                                      By: /s/ G. T. Wehrlin
                                         --------------------------------------
                                         G. T. Wehrlin, Controller




                                                  EXHIBIT A - FILE NO. 70-7833


              NATIONAL FUEL RESOURCES, INC.

                    INCOME STATEMENT
                       (Unaudited)

                                                     Twelve Months
                                                         Ended
                                                    September 1996
                                                    --------------

        Operating Revenues:
          Gas - Retail                                $51,994,072
          Gas - Wholesale                               7,239,750
          Other                                         1,024,363
                                                      -----------
                                                       60,258,185
                                                      -----------

        Operating Expenses:
          Purchase Gas                                 55,725,148
          General & Administrative                      1,612,000
          Depreciation, Depletion & Amortization           12,981
          Franchise & Other Taxes                          39,699
                                                      -----------
                                                       57,389,828
                                                      -----------

        Operating Income                                2,868,357
                                                      -----------

        Interest Income                                   443,087
        Interest Expense                                   16,502
        Amortization & Misc. Deductions                   (88,729)
                                                      -----------
                                                          515,314
                                                      -----------

        Net Income Before Tax                           3,383,671
                                                      -----------

        Income Taxes:
          Federal                                       1,535,767
          State                                           132,440
          Deferred                                       (407,645)
                                                      -----------
                                                        1,260,562
                                                      -----------

        Net Income                                    $ 2,123,109
                                                      ===========


                                                   EXHIBIT B - FILE NO. 70-7833


                    NATIONAL FUEL RESOURCES, INC.

                            BALANCE SHEET

                        AT SEPTEMBER 30, 1996
                             (Unaudited)

              ASSETS
                Current Assets:
                Cash                                      $    686,675
                Short Term Investments                       9,674,913
                Accounts Receivable                          2,927,654
                Accounts Receivable-Interco                     42,265
                Reserve for Bad Debts                         (563,610)
                Other Current Assets                           383,671
                                                           -----------
                                                            13,151,568
                                                           -----------

              Property, Plant, and Equipment
                Furniture and Fixtures                          68,582
                Less - Accumulated DD&A                         27,309
                                                           -----------
                                                                41,273
                                                           -----------

              Other Assets:
                Long Term Investments                        1,604,993
                Other Deferred Debits                          104,371
                                                           -----------
                                                             1,709,364
                                                           -----------

                                                           $14,902,205
                                                           ===========

              LIABILITIES
              Current Liabilities:
                Accounts Payable                           $ 2,561,168
                Accrued Liabilities                          1,260,448
                Current Income Taxes-Federal                  (130,664)
                Current Income Taxes-State                     126,109
                Accounts Payable-Intercompany                1,118,905
                Dividends Payable                               35,000
                                                           -----------
                                                             4,970,966
                                                           -----------

              Long Term Liabilities:
                Deferred Income Taxes                         (554,034)
                Miscellaneous Deferred Credits               1,250,370
                                                           -----------
                                                               696,336
                                                           -----------

              Stockholder's Equity:
                Common Stock                                    10,000
                Capital Paid in Excess of Par                3,490,000
                Retained Earnings                            5,909,903
                Retained Earnings - Dividends                 (175,000)
                Total Equity                                 9,234,903
                                                           -----------

                                                           $14,902,205
                                                           ===========



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