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 October 1, 1997
through December 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
Philip C. Ackerman NSO 6/14/90 23.8125 12/23/97 15,000 7,422
Walter E. DeForest NSO 6/14/90 23.8125 11/21/97 4,000 -0-
Walter E. DeForest ISO 3/27/89 18.00 11/21/97 1,025 396
Walter E. DeForest NSO 6/14/90 23.8125 12/15/97 1,450 -0-
Richard M. DiValerio NSO 4/20/88 18.75 10/16/97 4,000 1,596
Bernard J. Kennedy NSO 10/21/91 23.875 10/6/97 6,000 -0-
Bernard J. Kennedy NSO 10/21/91 23.875 12/24/97 3,000 -0-
Joseph F. Kronenwetter NSO 6/15/93 31.50 11/24/97 1,826 -0-
Joseph F. Kronenwetter ISO 10/21/91 23.875 12/5/97 827 -0-
Ronald J. Tanski ISO 3/27/89 18.00 12/16/97 307 120
Dennis J. Seeley NSO 10/21/91 23.875 12/22/97 3,000 1,521
Gerald T. Wehrlin NSO 10/21/91 23.875 10/3/97 3,000 1,507
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 October 1,
1997 - December 31, 1997.
IN WITNESS WHEREOF, National has caused this Certificate to be
executed this 9th day of January, 1998.
By /s/ James R. Peterson
James R. Peterson
Assistant Secretary
