UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
____________________________________
In the Matter of
National Fuel Gas Company Certificate
File No. 70-7049 Pursuant to
70-8109 Rule 24
____________________________________
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 the Orders dated January 16, 1985 (File No. 70-7049) and
March 5, 1993 (File No. 70-8109), of the Securities and
Exchange Commission with respect thereto.
On September 19, 1996, National's Board of Directors
authorized the Chairman and Chief Executive Officer (B. J.
Kennedy) to amend the National Fuel Gas Company 1984 Stock
Plan and the National Fuel Gas Company 1993 Award and Option
Plan (collectively, the "Plans") in connection with recent
amendments to Rule 16b-3 promulgated under Section 16 of the
Securities Exchange Act of 1934. These amendments were
accomplished by documents executed by Mr. Kennedy on or
about December 11, 1996, effective September 19, 1996, and
do not increase the aggregate number of shares which might
be issued under the Plans. Copies of the amendments are
attached as Exhibits A-1 and A-2.
IN WITNESS WHEREOF, National has caused this
Certificate to be executed this 10th day of January, 1997.
NATIONAL FUEL GAS COMPANY
By: /s/ Anna Marie Cellino
Anna Marie Cellino
Secretary
EXHIBIT A-1
AMENDMENT TO
NATIONAL FUEL GAS COMPANY
1984 STOCK PLAN
I, Bernard J. Kennedy, pursuant to the
authorization granted by the National Fuel Gas Company Board
of Directors on September 19, 1996, do hereby execute the
following amendment to the National Fuel Gas Company 1984
Stock Plan (the "1984 Plan"), effective September 19, 1996.
1. Section 5(c)(v) of the 1984 Plan is hereby
amended (which amendment also applies to all outstanding
nonqualified stock options or SARs under the Plan as
approved by the Compensation Committee of the Board of
Directors on September 19, 1996) to read as follows:
"No Option under the Plan shall be
subject in any manner to alienation,
anticipation, sale, transfer (except by will
or the laws of descent and distribution or
pursuant to a qualified domestic relations
order), assignment, pledge or encumbrance,
except that all awards of nonqualified stock
options or SARs shall be transferable without
consideration, subject to all the terms and
conditions to which such nonqualified stock
options or SARs are otherwise subject, to (i)
members of a Key Employee's immediate family
as defined in Rule 16a-1 promulgated under the
Exchange Act, or any successor rule or
regulation, (ii) trusts for the exclusive
benefit of the Key Employee or such immediate
family members or (iii) entities which are
wholly-owned by the Key Employee or such
immediate family members, provided that
(x) there may be no consideration for any such
transfer, and (y) subsequent transfers of
transferred Options shall be prohibited except
those by will or the laws of descent and
distribution. Following transfer, any such
Options shall continue to be subject to the
same terms and conditions as were applicable
immediately prior to transfer, and except as
provided in the next sentence, the term "Key
Employee" shall be deemed to refer to the
transferee. The events of termination of
employment under Section 6 hereof shall
continue to be applied with reference to the
original Key Employee and following the
termination of employment of the original Key
Employee, the Options shall be exercisable by
the transferee only to the extent, and for the
periods specified in Section 6, that the
original Key Employee could have exercised
such Option. Except as expressly permitted by
this paragraph, an Option shall be exercisable
during the Key Employee's lifetime only by
him."
2. Section 15 is hereby amended (which amendment
also applies to all outstanding Awards under the Plan as
approved by of the Compensation Committee of the Board of
Directors on September 19, 1996) to read as follows:
"At the time a Key Employee is
taxable with respect to Options, SARs or
Restricted Stock granted hereunder, or the
exercise or surrender of the same, the
Company shall have the right to withhold from
amounts payable to the Key Employee under the
Plan or from other compensation payable to
the Key Employee in its sole discretion, or
require the Key Employee to pay to it, an
amount sufficient to satisfy all federal,
state and/or local withholding tax
requirements. A Key Employee may pay, in
whole or in part, such tax withholding
amounts by requesting that the Company
withhold such amounts of taxes from the
amounts owed to the Key Employee or by
delivering as payment to the Company, shares
of Common Stock having a Fair Market Value
less than or equal to the amount of such
required withholding taxes.
NATIONAL FUEL GAS COMPANY
___________ /s/ Bernard J. Kennedy
Dated Bernard J. Kennedy
President, Chief Executive Officer
and Chairman of the Board of
Directors
EXHIBIT A-2
AMENDMENT TO
NATIONAL FUEL GAS COMPANY
1993 AWARD AND OPTION PLAN
I, Bernard J. Kennedy, pursuant to the
authorization granted by the National Fuel Gas Company Board of
Directors on September 19, 1996, do hereby execute the following
amendment to the National Fuel Gas Company 1993 Award and Option
Plan (the "1993 Plan"), effective September 19, 1996.
1. Section 2.10 is amended to read as follows:
"Committee means the Compensation
Committee of the Board, or such other
committee designated by the Board as authorized
to administer the Plan. The Committee shall
consist of not less than two (2) members of the
Board, each of whom shall be a Disinterested
Board Member. A Disinterested Board Member
means a member who (a) is not a current
employee of the Company or a Subsidiary, (b) is
not a former employee of the Company or a
Subsidiary who receives compensation for prior
services (other than benefits under a
tax-qualified retirement plan) during the
taxable year, (c) has not been an officer of
the Company, (d) does not receive remuneration
from the Company or a Subsidiary, either
directly or indirectly, in any capacity other
than as a director and (e) does not possess an
interest in any other transaction, and is not
engaged in a business relationship, for which
disclosure would be required pursuant to Item
404(a) or (b) of Regulation S-K under the
Securities Act of 1933, as amended. The term
Disinterested Board Member shall be interpreted
in such manner as shall be necessary to conform
to the requirements of Section 162(m) of the
Code and Rule 16b-3 promulgated under the
Exchange Act."
2. Section 5 is amended to add the following sentence
immediately after the first sentence of Section 5:
Awards covering no more than 300,000
shares of Common Stock (subject to adjustment
as provided in paragraph 18) may be granted to
any Participant in any fiscal year of the
Company.
3. Section 17, is hereby amended (which amendment also
applies to all outstanding nonqualified stock options and SARs
under the Plan as approved by the Compensation Committee of the
Board of Directors on September 19, 1996) to read as follows:
"No Award under the Plan shall be
subject in any manner to alienation,
anticipation, sale, transfer (except by will or
the laws of descent and distribution or pursuant
to a qualified domestic relations order),
assignment, pledge or encumbrance, except that
all awards of nonqualified stock options or
SAR's shall be transferable without
consideration, subject to all the terms and
conditions to which such nonqualified stock
options or SARs are otherwise subject, to (i)
members of a Participant's immediate family as
defined in Rule 16a-1 promulgated under the
Exchange Act, or any successor rule or
regulation, (ii) trusts for the exclusive
benefit of the Participant or such immediate
family members or (iii) entities which are
wholly-owned by the Participant or such
immediate family members, provided that (x)
there may be no consideration for any such
transfer, and (y) subsequent transfers of
transferred options shall be prohibited except
those by will or the laws of descent and
distribution. Following transfer, any such
options shall continue to be subject to the same
terms and conditions as were applicable
immediately prior to transfer, and except as
provided in the next sentence, the term
"Participant" shall be deemed to refer to the
transferee. The events of termination of
employment under Section 16(c) hereof shall
continue to be applied with reference to the
original Participant and following the
termination of employment of the original
Participant, the options shall be exercisable by
the transferee only to the extent, and for the
periods specified in Section 16(c), that the
original Participant could have exercised such
option. Except as expressly permitted by this
paragraph, an Award shall be exercisable during
the Participant's lifetime only by him."
4. Section 19 is hereby amended (which amendment also
applies to all outstanding Awards as approved by the Compensation
Committee of the Board of Directors on September 19, 1996) to read
as follows:
"The Company shall be entitled to
deduct from any payment under the Plan,
regardless of the form of such payment, the
amount of all applicable income and employment
taxes required by law to be withheld with
respect to such payment or may require the
participant to pay to it such tax prior to and
as a condition of the making of such payment.
A Participant may pay the amount of taxes
required by law to be withheld from an Award by
requesting that the Company withhold from any
payment of Common Stock due as a result of such
Award, or by delivering to the Company, shares
of Common Stock having a Fair Market Value less
than or equal to the amount of such required
withholding taxes."
5. Section 24 is hereby amended to read as follows:
"The Board may suspend or terminate
the Plan at any time. In addition, the Board
may, from time to time, amend the Plan in any
manner, provided, however, that any such
amendment may be subject to stockholder
approval (i) at the discretion of the Board and
(ii) to the extent that shareholder approval
may be required by law, including, but not
limited to, the requirements of Rule 16b-3
under the Exchange Act, or any successor rule
or regulation.
6. Section 25(h) is deleted, Section 25(i) is
renumbered as Section 25(h) and 25(j) is renumbered as 25(i).
NATIONAL FUEL GAS COMPANY
____________ /s/ Bernard J. Kennedy
Dated Bernard J. Kennedy
President, Chief Executive Officer
and Chairman of the Board of
Directors
