UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1997
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Full title of the Plan)
NATIONAL FUEL GAS COMPANY
(Name of issuer of the securities held pursuant to the Plan)
10 Lafayette Square, Buffalo, New York 14203
(Address of principal executive office)
<PAGE>
REQUIRED INFORMATION
(1) Plan financial statements and schedules prepared in accordance with
financial reporting requirements of ERISA.
See accompanying Index on page 3.
(2) Signature
(3) Exhibits
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
<PAGE>
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
FOR NON-UNION EMPLOYEES
-----------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
Page
Number
------
Report of Independent Accountants 4
Financial Statements:
Statement of Assets Available for Plan
Benefits, with Fund Information, at
December 31, 1997 with Comparative
Totals at December 31, 1996 5 - 6
Statement of Changes in Assets Available
for Plan Benefits, with Fund Information,
for the Year Ended December 31, 1997 with
Comparative Totals for the Year Ended
December 31, 1996 7 - 8
Notes to Financial Statements 9 - 11
Schedules:
Schedule I - Item 27a - Schedule of
Assets Held for Investment Purposes
at December 31, 1997 12
Schedule II - Item 27d - Schedule of
Reportable Transactions for the Year
Ended December 31, 1997 13 - 16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and
Administrative Committee of the
National Fuel Gas Company
Tax-Deferred Savings Plan for
Non-Union Employees
In our opinion, the accompanying statement of assets available for plan
benefits, with fund information, and the related statement of changes in assets
available for plan benefits, with fund information, present fairly, in all
material respects, the assets of the National Fuel Gas Company Tax-Deferred
Savings Plan for Non-Union Employees at December 31, 1997, and the changes in
its assets for the year then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Administrative Committee; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by the Administrative Committee, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
We have previously audited, in accordance with generally accepted
auditing standards, the statement of assets available for plan benefits as of
December 31, 1996 and the related statement of changes in assets available for
plan benefits for the year then ended (not presented herein) and in our report
dated June 13, 1997 we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed statement of assets available for plan benefits as of December 31,
1996 and the condensed statement of changes in assets available for plan
benefits for the year ended December 31, 1996, when read in conjunction with the
financial statements from which it has been derived, is fairly stated in all
material respects in relation thereto.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The fund information in the statement of assets available for
benefits and the statement of changes in assets available for benefits is
presented for purposes of additional analysis rather than to present the assets
available for plan benefits and changes in assets available for benefits of each
fund. Schedules I and II and the fund information have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Price Waterhouse LLP
Buffalo, New York
April 6, 1998
<PAGE>
<TABLE>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
AT DECEMBER 31, 1997 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1996
<CAPTION>
Employer
Contributions Participant Salary Reductions
------------- -----------------------------------------------------------------------------
Vanguard Funds
--------------------------------------------------------------
National Fuel National Fuel International International
Gas Company Gas Company Retirement Equity Equity
Common Stock Common Stock Savings Index Index Fund - Index Fund -
Fund B Fund A Trust Trust-500 Pacific Portfolio European Portfolio
------------- ------------- ---------- --------- ----------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Investments at market (historical
cost $71,850,131 and
$64,722,936, respectively) $39,462,839 $17,261,625 $ 7,067,785 $28,276,972 $1,033,968 $3,356,979
Receivables
Employer Contributions 179,182 - - - - -
Participant Salary Reductions 1,088 96,625 48,030 178,887 13,638 28,505
----------- ----------- ----------- ----------- ----------- ----------
Assets Available for Plan
Benefits $39,643,109 $17,358,250 $7,115,815 $28,455,859 $1,047,606 $3,385,484
=========== =========== ========== =========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
AT DECEMBER 31, 1997 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1996
Participant Salary Reductions
- ----------------------------------------
Vanguard Funds
- ---------------------------
Money Market Total Participant Total all Funds Combined
Reserves, Inc. Bond Market Loan December 31,
- Prime Portfolio Account 1997 1996
- -------------- ----------- ----------- -------- --------
<C> <C> <C> <C> <C>
$4,642,519 $3,679,750 $2,716,152 $107,498,589 $87,770,207
- - - 179,182 174,878
18,963 33,031 - 418,767 447,019
---------- ---------- ---------- ------------ -----------
$4,661,482 $3,712,781 $2,716,152 $108,096,538 $88,392,104
========== ========== ========== ============ ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1997 WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Employer
Contributions Participant Salary Reductions
------------- -----------------------------------------------------------------------------
Vanguard Funds
--------------------------------------------------------------
National Fuel National Fuel International International
Gas Company Gas Company Retirement Equity Equity
Common Stock Common Stock Savings Index Index Fund - Index Fund -
Fund B Fund A Trust Trust-500 Pacific Portfolio European Portfolio
------------- ------------- ---------- --------- ----------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income from National
Fuel Gas Company Common
Stock Funds $ 1,331,767 $ 585,250 $ - $ - $ - $ -
Interest Income - - 405,580 - - -
Investment Income from Mutual
Funds - - - 581,350 11,992 73,218
----------- ----------- ---------- ----------- ----------- -----------
Total Investment Income 1,331,767 585,250 405,580 581,350 11,992 73,218
Net Appreciation (Depreciation)
in Fair Value of Investments 5,876,378 2,632,968 - 6,161,631 (366,473) 561,742
Employer Matching Contributions 2,227,888 - - - - -
Participant Salary Reductions - 984,603 496,304 1,921,458 169,753 331,017
Participant Purchase and Loan Fees - (80) (80) (80) (1,659) (7,679)
Rollovers and Other Individual
Transfers In 40,216 46,991 14,449 76,948 866 7,092
Payments to Participants or
Beneficiaries (2,356,800) (626,961) (560,403) (1,084,578) (107,957) (134,429)
Transfers (to)/from Associated
Funds 4,474 (581,825) (80,167) 910,650 (55,489) 23,178
----------- ----------- ---------- ----------- ----------- -----------
Increase (Decrease) in Assets
Available for Plan Benefits
During the Year 7,123,923 3,040,946 275,683 8,567,379 (348,967) 854,139
Assets Available for Plan
Benefits:
Beginning of Year 32,519,186 14,317,304 6,840,132 19,888,480 1,396,573 2,531,345
----------- ----------- ---------- ----------- ---------- ----------
End of Year $39,643,109 $17,358,250 $7,115,815 $28,455,859 $1,047,606 $3,385,484
=========== =========== ========== =========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Participant Salary Reductions
- ----------------------------------------
Vanguard Funds
- ---------------------------
Money Market Total Participant Total all Funds Combined
Reserves, Inc. Bond Market Loan December 31,
- Prime Portfolio Account 1997 1996
- -------------- ----------- ----------- -------- --------
<C> <C> <C> <C> <C>
$ - $ - $ - $ 1,917,017 $ 1,805,695
- - 242,175 647,755 652,655
239,551 225,785 - 1,131,896 951,678
--------- ---------- ---------- ------------ -----------
239,551 225,785 242,175 3,696,668 3,410,028
- 88,809 - 14,955,055 11,778,246
- - - 2,227,888 2,243,954
215,408 328,814 - 4,447,357 4,489,840
(360) (40) - (9,978) (12,162)
4,371 6,882 8,583 206,398 58,209
(674,974) (165,397) (107,455) (5,818,954) (7,146,732)
178,699 (200,866) (198,654) - -
--------- ---------- ---------- ----------- -----------
(37,305) 283,987 (55,351) 19,704,434 14,821,383
4,698,787 3,428,794 2,771,503 88,392,104 73,570,721
- ---------- ---------- ---------- ------------ -----------
$4,661,482 $3,712,781 $2,716,152 $108,096,538 $88,392,104
========== ========== ========== ============ ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
FOR NON-UNION EMPLOYEES
-----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF PLAN
- ----------------------------
General:
-------
The following description of the National Fuel Gas Company Tax-Deferred
Savings Plan For Non-Union Employees ("Plan") is provided for general
information purposes, and is qualified in its entirety by reference to the Plan.
The Plan was adopted July 26, 1984, effective as of July 1, 1984, and has been
amended and restated since that time. It is subject to certain provisions of the
Employee Retirement Income Security Act of 1974.
Eligibility and Participation:
-----------------------------
Originally, the Plan was established for the benefit of professional,
administrative or executive (i.e. salaried) employees of National Fuel Gas
Company and its subsidiaries ("Company"). Persons who were salaried employees on
July 1, 1984, were eligible to participate at that date. Effective on various
dates since July 1, 1984, most non-union non-salaried employees of the Company
became eligible to participate in the Plan. New employees must complete 1,000
hours of employment and have attained age 21 in order to become eligible to
participate. There are three groups of non-union employees who are eligible to
participate in the Plan. Participant and employer contributions vary by group.
Contributions:
-------------
Participants may direct the Company to reduce their base salaries by a
specified full percentage that ranges from 2% to 15%, depending on participant
group. These salary reductions are subject to certain Plan and Internal Revenue
Code limitations, and the Company remits them to the Plan Trustee on the
participants' behalf. In addition, the Company makes an employer matching
contribution that ranges from 1% to 6% of the participant's base salary,
depending on their participant group, years of service and rate of salary
reduction contributions.
For certain employees, employer matching contributions are contributed
first to the National Fuel Gas Company Employees' Thrift Plan ("Thrift Plan") to
the extent permitted under the Thrift Plan and then the remainder, if any, is
contributed to the Plan. Certain employees are not eligible to make future
contributions to the Thrift Plan.
"Base salary" is defined in the Plan generally to mean a participant's
base annual salary for a payroll period. An individual participant's salary
reduction contributions to the Plan are subject to ceilings imposed by the Tax
Reform Act of 1986. However, Company matching contributions are not subject to
such ceilings. The ceiling was $9,500 for 1997 and will be $10,000 for 1998.
Participants' accounts, including all salary reduction contributions,
employer matching contributions, and the increments thereon, are at all times
fully vested and nonforfeitable.
Investment Alternatives for Salary Reduction Contributions:
----------------------------------------------------------
Participants may invest their salary reduction contributions in the
common stock of National Fuel Gas Company ("National Stock Fund A"), the
Vanguard Retirement Savings Trust and/or in one or more of five mutual funds,
in increments of 10%. A separate account is maintained for each participant
showing his interest in each fund.
<PAGE>
The National Stock Fund A allows participants to invest their salary
reduction contributions in a fund consisting primarily of National Fuel Gas
Company common stock. This fund also maintains a small cash position in Vanguard
Money Market Reserves and may also include receivables and/or payables for
unsettled security transactions and receivables for accrued dividends.
The Vanguard Retirement Savings Trust invests primarily in investment
contracts issued by insurance companies, commercial banks, and other similar
types of fixed principal investments.
Five mutual funds are currently offered by The Vanguard Group of
Investment Companies: the Vanguard Index Trust-500 Portfolio, which invests in
publicly-traded common stocks and attempts to duplicate the investment
performance of the Standard & Poors 500 Composite Price Index; the Vanguard
Money Market Reserves-Prime Portfolio, which invests in money market instruments
which mature in one year or less; the Vanguard Bond Index Fund-Total Bond Market
Portfolio, which invests in bonds and other "fixed-income" securities and seeks
to duplicate the investment performance of the Lehman Brothers Aggregate Bond
Index; the Vanguard International Equity Index Fund - Pacific Portfolio, which
attempts to provide investment results paralleling those of the Morgan Stanley
Capital International Pacific Index, a diversified index of common stocks of
companies located in Japan, Australia, New Zealand, Hong Kong and Singapore; and
the Vanguard International Equity Index Fund - European Portfolio, which
attempts to provide investment results that correspond to the price and yield
performance of European stocks, in the aggregate, as represented by the Morgan
Stanley Capital International Europe (Free) Index.
Participants may, in accordance with the rules and restrictions of the
Plan, transfer existing balances among the available investment funds, reduce or
increase the percentage of salary reduction elected, redirect their current
salary reduction contributions into different investment funds, or suspend
salary reduction contributions altogether.
Employer Matching Contributions:
-------------------------------
Employer matching contributions are invested in a fund consisting
primarily of the common stock of National Fuel Gas Company ("National Stock Fund
B"). This fund also maintains a small cash position in Vanguard Money Market
Reserves and may also include receivables and/or payables for unsettled security
transactions and receivables for accrued dividends. A separate account is
maintained for each participant showing his interest in this fund. Participants
may not redirect their interests in this fund into any other fund.
Withdrawals, Loans and Distributions:
------------------------------------
Plan participants (or their beneficiaries) may receive distributions
from the Plan upon death, retirement, disability or other termination, in
accordance with a qualified domestic relations order, or in the event of
hardship, subject to the Plan's limitations and restrictions. Additionally, Plan
participants may borrow from their accounts in accordance with various Plan
rules. In certain cases, participants may postpone receipt of Plan
distributions.
Administration:
--------------
National Fuel Gas Company is the Administrator of the Plan. A
Tax-Deferred Savings Plan Committee appointed by National Fuel Gas Company's
Board of Directors exercises National Fuel Gas Company's duties as
Administrator. The assets of the Plan are held by the Trustee, Vanguard
Fiduciary Trust Company ("Vanguard").
National Fuel Gas Company has the right to terminate, amend, or modify
the Plan at any time.
The Plan is not required to be insured by the Pension Benefit Guaranty
Corporation.
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of Accounting and Valuation:
---------------------------------
The accounts of the Plan are maintained on the accrual basis. National
Stock Funds A and B are reported on a current value basis using the quoted
market value of National Fuel Gas Company common stock and the value of the cash
positions and receivables at the close of the Plan year. Mutual funds are
reported on a current value basis, using quoted market values of the investments
at the close of the Plan year. The investment contracts in the Vanguard
Retirement Savings Trust are carried at fair value, which approximates contract
value, as determined by the Vanguard Retirement Savings Trust's Investment
Committee. National Fuel Gas Company stock distributed to participants is
reflected at market value at the date of distribution.
Administrative expenses:
-----------------------
Expenses related to administration of the Plan and Trust are borne by
the Company. The Company paid Vanguard $16,922 for services rendered in
connection with the Plan and Trust for the year ended December 31, 1997.
Brokerage commissions and similar costs of acquiring or selling securities (if
any) that are incurred by the investment funds are borne by the participant.
Loan origination fees and annual maintenance fees for each loan are also borne
by the participant.
NOTE 3 - INCOME TAXES
- ---------------------
The Internal Revenue Service has determined that the Plan qualifies
under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as
amended. Accordingly, no provision for income taxes has been recorded.
NOTE 4 - PARTIES-IN-INTEREST
- ----------------------------
For the Plan years ended December 31, 1997 and 1996, there were no
known prohibited transactions with parties-in-interest as defined in ERISA
Sections 406 and 407(a) and Internal Revenue Code Section 4975(c).
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
----------
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
-------------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1997
-----------------
(c) Description of Investment
(b) Identity of Issue, Including Maturity Date, Rate
Borrower, Lessor of Interest, Collateral, Par (e) Current
(a) or Similar Party or Maturity Value (d) Cost Value
- --- --------------------- ---------------------------------- -------- -----------
<S> <C> <C> <C> <C>
* National Fuel Gas Company
Stock Funds:
National Fuel Gas Company Stock Fund A (990,908 units) $10,724,842 $ 17,261,625
National Fuel Gas Company Stock Fund B (2,265,375 units) 22,644,873 39,462,839
----------- ------------
Total National Fuel Gas Company
Stock Funds 33,369,715 56,724,464
----------- ------------
Mutual Funds (1):
* Vanguard Group of Index Trust - 500 Portfolio
Investment Companies (313,944 units) 16,724,320 28,276,972
* Vanguard Group of International Equity Index
Investment Companies Fund - Pacific Portfolio
(133,934 units) 1,388,610 1,033,968
* Vanguard Group of International Equity Index
Investment Companies Fund - European Portfolio
(166,765 units) 2,339,475 3,356,979
* Vanguard Group of Money Market Reserves, Inc.
Investment Companies - Prime Portfolio
(4,642,519 units) 4,642,519 4,642,519
* Vanguard Group of Total Bond Market Portfolio
Investment Companies (364,693 units) 3,601,555 3,679,750
----------- -------------
Total Vanguard Mutual Funds 28,696,479 40,990,188
----------- ------------
Common/Collective Trust (2):
* Vanguard Group of Retirement Savings Trust
Investment Companies (7,067,785 units) 7,067,785 7,067,785
* National Fuel Gas Company
Tax Deferred Savings Plan
For Non-Union Employees Participant Loan Account 2,716,152 2,716,152
------------ -------------
TOTAL ASSETS HELD FOR INVESTMENT $71,850,131 $107,498,589
=========== ============
</TABLE>
* Denotes known party-in-interest to the Plan.
(1) The financial statements of the mutual funds have been filed with the
Securities and Exchange Commission by the Vanguard Group of Investment
Companies, investment companies registered under the Investment Company
Act of 1940.
(2) The audited annual report for the Vanguard Retirement Savings Trust has
been filed with the Department of Labor by the Vanguard Fiduciary Trust
Company. The entity's tax identification number is 23-2186884.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(b) Description of
Asset (Include
Interest Rate (f) Expense
(a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of
Party Involved in Case of Loan) Price Price Rental Transaction Asset
- ------------------- --------------------- ---------------- ------------ ----------- ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Purchase Transactions
- ---------------------
Vanguard Group of Index Trust - 500
Investment Companies Portfolio $5,162,357 $ - $ - $ - $5,162,357
National Fuel Gas
Company Stock Fund A 3,683,540 - - - 3,683,540
National Fuel Gas
Company Stock Fund B 3,611,342 - - - 3,611,342
Money Market
Vanguard Group of Reserves, Inc.
Investment Companies - Prime Portfolio 2,730,891 - - - 2,730,891
Vanguard Group of Retirement
Investment Companies Savings Trust 1,675,608 - - - 1,675,608
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(h) Current Value
of Asset on
Transaction (i) Net Gain
Date or (Loss)
- ----------------- -------------
<C> <C>
$5,162,357 $ -
3,683,540 -
3,611,342 -
2,730,891 -
1,675,608 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(b) Description of
Asset (Include
Interest Rate (f) Expense
(a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of
Party Involved in Case of Loan) Price Price Rental Transaction Asset
- ------------------- --------------------- ---------------- ------------ ----------- ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Sale Transactions
- -----------------
Vanguard Group of Index Trust - 500
Investment Companies Portfolio $ - $2,739,487 $ - $ - $2,042,332
National Fuel Gas
Company Stock Fund A - 3,274,247 - - 2,740,424
National Fuel Gas
Company Stock Fund B - 2,368,145 - - 1,562,309
Money Market
Vanguard Group of Reserves, Inc.
Investment Companies - Prime Portfolio - 2,766,987 - - 2,766,987
Vanguard Group of Retirement
Investment Companies Savings Trust - 1,400,655 - - 1,400,655
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(h) Current Value
of Asset on
Transaction (i) Net Gain
Date or (Loss)
- ----------------- -------------
<C> <C>
$2,739,487 $697,155
3,274,247 533,823
2,368,145 805,836
2,766,987 -
1,400,655 -
</TABLE>
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Name of Plan)
By:/s/ Joseph P. Pawlowski
--------------------------------------
Joseph P. Pawlowski
Treasurer and Principal Accounting
Officer of National Fuel Gas Company,
Member of the Tax-Deferred Savings
Plan Committee
Date: June 12, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
Exhibit I
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 33-17341 and 2-97641), as amended, of the National
Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees of our report
dated April 6, 1998 appearing on page 4 of this Form 11-K.
Price Waterhouse LLP
Buffalo, New York
June 12, 1998
