Rule 424(b)(3)
File No. 333-3803
PRICING SUPPLEMENT NO. 2, DATED May 20, 1998
(To Prospectus dated September 30, 1996
and Prospectus Supplement dated September 30, 1996)
NATIONAL FUEL GAS COMPANY
(Medium-Term Notes, Series D)
Trade Date: May 20, 1998
Principal Amount: $200,000,000
Price to Public: 100%
Issue Date: May 26, 1998 (the Offered Notes
will bear interest from May 26, 1998)
Maturity Date: May 27, 2008
Interest Rate: 6.303%
Interest Payment Dates: May 1 and November 1, commencing November
1, 1998
Proceeds to the Company: $198,750,000
Redemption Terms: Non-redeemable
Repayable at the option of holder: Yes No x
--- ---
Repayment Date: N/A
Repayment Price: N/A
Election Period: N/A
Other Terms: N/A
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IN CONNECTION WITH THIS OFFERING, THE PURCHASERS NAMED
HEREIN MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR
OTHERWISE AFFECT THE PRICE OF THE OFFERED NOTES, INCLUDING OVER-
ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS AND THE
IMPOSITION OF PENALTY BIDS. SEE "UNDERWRITING."
UNDERWRITING
The purchasers named below (Purchasers), have severally
agreed, subject to the terms and conditions of a Terms Agreement,
dated May 20, 1998 (Terms Agreement), to purchase from the
Company the principal amounts of Offered Notes set forth opposite
their respective names.
Purchaser Principal Amount
--------- ----------------
PaineWebber Incorporated $157,450,000
Prudential Securities Incorporated 30,000,000
Bear, Stearns & Co. Inc. 12,550,000
------------
Total $200,000,000
============
Under the terms and conditions of the Terms Agreement,
the Company has agreed that during the period ending on the Issue
Date set forth above, it will not offer for sale, issue or sell,
or enter into any agreement to offer for sale, issue or sell, any
securities of the Company having terms substantially similar to
those of the Offered Notes.
In connection with the offering of the Offered Notes,
the Purchasers may engage in transactions that stabilize,
maintain or otherwise affect the price of the Offered Notes.
Specifically, the Purchasers may overallot in connection with the
offering of the Offered Notes, creating a short position. In
addition, the Purchasers may bid for and purchase Offered Notes
in the open market to cover short positions or to stabilize the
price of the Offered Notes. Finally, the Purchasers may reclaim
selling concessions allowed for distributing the Offered Notes in
the offering of the Offered Notes, if the Purchasers repurchase
previously distributed Offered Notes in covering transactions,
stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Offered Notes
above independent market levels. The Purchasers are not required
to engage in any of these activities, and may end any of them at
any time.
