File No. 70-9149
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 3
TO
FORM U-1
APPLICATION OR DECLARATION
under
the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
(Registered Holding Company)
(Name of company filing this statement
and address of principal executive office)
_____________________________________________
Philip C. Ackerman James R. Peterson, Esq. Robert J. Reger, Jr., Esq.
Senior Vice President Assistant Secretary Reid & Priest LLP
National Fuel Gas Company National Fuel Gas Company 40 West 57th Street
10 Lafayette Square 10 Lafayette Square New York, New York 10019
Buffalo, New York 14203 Buffalo, New York 14203
(Names and addresses of agents for service)
<PAGE>
Item 1. Description of Proposed Transactions
1. The phrase "In December, 1997, the Board of Directors of
National plans to adopt" in the first sentence of the second
paragraph of Item 1 is hereby deleted and replaced by the phrase
"On December 11, 1997, the Board of Directors of National
adopted".
2. The following paragraph is hereby added as the last
paragraph of Item 1:
National is in compliance and will comply with Rule 53(a)
and all other applicable rules under the Act, including, without
limitation, such rules as may be promulgated in the future
pursuant to Section 33 of the Act. Currently, National's
Aggregate Investment in Exempt Wholesale Generators ("EWGs") and
Foreign Utility Companies ("FUCOs") is zero. National's average
Consolidated Retained Earnings, pursuant to Rule 53(a)(1), for
the four quarters ended September 30, 1997 is approximately
$473,476,000. National and its subsidiaries commit that they
will maintain books and records and financial statements to
identify investments in and earnings from EWGs and FUCOs in which
they may directly or indirectly hold an interest. National
undertakes to provide the SEC access to such books and records
and financial statements that will be available to National upon
the request of the SEC. Thus, the Rule 53(a)(2) requirements
will be satisfied. No more than 2% of the employees of National
Fuel Gas Distribution Corporation, a wholly owned subsidiary of
National ("Distribution"), will render services, at any one time,
directly or indirectly, to the EWGs or FUCOs in which National
may directly or indirectly hold an interest, thereby satisfying
-1-
<PAGE>
Rule 53(a)(3). Any documents required to be filed under Rule
53(a)(4) with federal, state and local regulators having
jurisdiction over the retail rates of Distribution 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. Currently, National's Aggregate
Investment, as defined in Rule 58(b)(3), in Energy-Related
Companies is zero.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 3 to be signed on its behalf by the undersigned
thereunto duly authorized.
NATIONAL FUEL GAS COMPANY
By: /s/ James R. Peterson
---------------------
James R. Peterson
Assistant Secretary
Date: February 12, 1998
-3-
