UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_________________________________
IN THE MATTER OF
NATIONAL FUEL GAS COMPANY CERTIFICATE
FILE NO. 70-8109 PURSUANT TO
RULE 24
(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 Declaration,
as amended, of National Fuel Gas Company ("National"), in the above
file, and pursuant to the Order dated March 5, 1993 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 ISO 6/15/93 31.50 12/31/97 3,174 -0-
Philip C. Ackerman ISO 6/9/94 31.625 12/31/97 3,162 -0-
Paula Ciprich ISO 8/29/95 27.9375 12/26/97 300 -0-
Lawrence A. Giermek ISO 9/26/96 36.8125 12/23/97 875 669
Richard Hare NSO 10/4/95 28.5625 11/20/97 30,000 -0-
Bernard J. Kennedy ISO 8/29/95 27.9375 12/31/97 3,579 -0-
Robert J. Kreppel ISO 8/29/95 27.9375 12/23/97 1,000 -0-
Joseph F. Kronenwetter NSO 8/29/95 27.9375 11/24/97 1,421 -0-
Curtis W. Lee ISO 6/9/94 31.625 10/3/97 150 100
Curtis W. Lee ISO 6/9/94 31.625 12/15/97 210 130
Curtis W. Lee ISO 6/9/94 31.625 12/26/97 390 250
Donald Lovingfoss ISO 9/26/96 36.8125 11/20/97 2,000 -0-
Donald Rynkowski ISO 6/9/94 31.625 10/3/97 1,000 -0-
Donald Rynkowski ISO 8/29/95 27.9375 10/3/97 1,000 -0-
Jeanette L. Wilkins ISO 9/26/96 36.8125 12/31/97 1,250 -0-
These were the only exercises of options pursuant to the
National Fuel Gas Company 1993 Award and Option Plan during the period
October 1, 1997 - December 31, 1997.
On December 11, 1997, the Compensation Committee of the
Board of Directors of National awarded stock options pertaining to
8,155 shares of National's common stock pursuant to the National Fuel
Gas Company 1993 Award and Option Plan ("Plan") to the following two
individuals:
Name Number of options granted
R. E. Klein 7,500
C. W. Lee 655
In witness WHEREOF, National has caused this
certificate to be executed this 12th day of January, 1998.
By /s/ James R. Peterson
James R. Peterson
Assistant Secretary
