NATIONAL FUEL GAS CO
U-1/A, 1997-01-17
NATURAL GAS DISTRIBUTION
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                                                           File Number 70-8943




                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM U-1/A
                                 AMENDMENT NO. 3

                              DECLARATION UNDER THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                       By

                            NATIONAL FUEL GAS COMPANY
                               10 Lafayette Square
                             Buffalo, New York 14203
                          (Registered Holding Company)


                   Names and addresses of agents for service:


                    Philip C. Ackerman, Senior Vice President
                            National Fuel Gas Company
                               10 Lafayette Square
                             Buffalo, New York 14203



                               Curtis W. Lee, Esq.
                               10 Lafayette Square
                             Buffalo, New York 14203




<PAGE>




                                                       File Number 70-8943

         Add the following to the end of Item 1.  PROPOSED TRANSACTIONS

         Fifty percent of National's average consolidated  retained earnings for
the last four  quarters is $221  million as of September  30,  1996.  National's
Aggregate  Investment  (as  defined  in Rule  53(a)(1)(i))  in EWGs and FUCOs is
approximately $15 million,  thereby  satisfying Rule 53(a)(1).  National and its
subsidiaries  maintain books and records to identify investments in and earnings
from EWGs and FUCOs in which they  directly or indirectly  hold an interest.  In
addition,  the books and records and the  financial  statements of the only such
entity in which National  currently has an interest are kept in conformity  with
the requirements of Rule  53(a)(2)(iii)(A)  and (B), and National  undertakes to
provide the SEC access to such books and records and financial  statements  that
are available to National upon the request of the SEC.  Thus,  the Rule 53(a)(2)
requirements  are  satisfied.  No more than 2% of the  employees  of  National's
domestic  public-utility  company render services,  at any one time, directly or
indirectly,  to the EWGs or FUCOs in which National directly or indirectly holds
an interest,  thereby satisfying Rule 53(a)(3). All of the documents required to
be filed under Rule  53(a)(4) with federal,  state and local  regulators  having
jurisdiction over the retail rates of National's domestic public-utility company
have been submitted.
         None of the  conditions  described  in Rule 53(b) exist with respect to
National, thereby satisfying Rule 53(b) and making Rule 53(c) inapplicable.



<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements of the Public Utility Holding Company Act
of 1935, the undersigned  company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.

                                           NATIONAL FUEL GAS COMPANY



                                           By:/s/Philip C. Ackerman
                                                 Philip C. Ackerman
                                                 Senior Vice President


Date:  January 17, 1997




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