NATIONAL FUEL GAS CO
8-K, 1998-05-01
NATURAL GAS DISTRIBUTION
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                     the Securities and Exchange Act of 1934


               Date of Report (Date of earliest event reported) -
                                 April 29, 1998


                            NATIONAL FUEL GAS COMPANY
                    (Exact name of registrant in its charter)



     New Jersey                      1-3880                 13-1086010
     (State or other                 (Commission File       (I.R.S. Employer
     jurisdiction of                 Number)                Identification
     incorporation)                                         No.)

     10 Lafayette Square, Buffalo, New York                14203
     (Address of principal executive offices)              (Zip Code)

     Registrant's telephone number, including area code:   (716) 857-6980


<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


         (a)      No financial statements are filed herewith.
         (b)      No pro forma financial information is filed herewith.
         (c)      Exhibits
                  99  -  News Release of the Company dated April 29, 1998.



<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                NATIONAL FUEL GAS COMPANY
                                                (Registrant)



                                                 /s/ Joseph P. Pawlowski
                                                 -------------------------
                                                 Joseph P. Pawlowski
                                                 Treasurer and Principal
                                                 Accounting Officer





Date:  May 1, 1998
       -----------



                                                                    Exhibit 99








                           Immediate April 29, 1998






                              NATIONAL FUEL REPORTS
                             SECOND QUARTER RESULTS

Buffalo,  New York:  National Fuel Gas Company  (National Fuel) (NYSE:NFG) today
reported earnings, exclusive of a special oil and gas item, of $57.8 million, or
$1.51 per share for the second quarter of fiscal 1998 ended March 31, 1998. This
compares  with  earnings  of $57.1  million,  or $1.50 per share for the  second
quarter of fiscal 1997. Including the non-cash special item, National Fuel had a
loss of $21.3 million,  or $0.56 per share.  The special item is a $79.1 million
(after-tax)  non-cash impairment of Seneca Resources  Corporation's  (Seneca) (a
wholly-owned  subsidiary of National  Fuel) oil and gas assets.  This  quarter's
earnings  also reflect $5.0 million of after-tax  income from the  settlement of
the primary issues relating to IRS audits of years 1977 - 1994.

         Earnings  for the first six  months of fiscal  1998,  exclusive  of the
non-cash  impairment of Seneca's oil and gas assets and the non-cash  cumulative
effect of a change in accounting,  were $95.4 million,  or $2.50 per share. This
compares  with earnings of $95.7  million,  or $2.52 per share for the first six
months of fiscal 1997.  Including the non-cash  special items,  earnings for the
first six  months of fiscal  1998 were $7.2  million,  or $0.19 per  share.  The
accounting  change was a change in  depletion  methods for  Seneca's oil and gas
assets,  which had a $9.1 million (after-tax) non-cash cumulative effect through
October 1, 1997.

DISCUSSION OF ASSET  IMPAIRMENT AND  CUMULATIVE  EFFECT OF A CHANGE IN DEPLETION
METHOD

         Seneca  follows the full-cost  method of accounting for its oil and gas
operations.  Under this method, capitalized costs are limited by a present worth
calculation of future revenues from oil and gas assets (full-cost ceiling).  The
surplus of crude oil  world-wide  has caused oil prices to drop to their  lowest
level in recent years, and gas prices have been negatively  impacted by a warmer
than normal winter influenced by "El Nino." As a result of these lower prices, a
non-cash asset impairment of $129 million (pre-tax) was recorded as of March 31,
1998.
                                    - more -


<PAGE>


Page 2


         Seneca has changed its method of depletion  for oil and gas  properties
from the gross revenue method to the units of production  method. The new method
was adopted because it provides a better measure of depletion expense and is the
preferable  method  used by oil and gas  producing  companies.  Seneca's  recent
acquisition  activities  will  increase its scope of  operations  in relation to
National  Fuel's  operations1,2,3  making  now the right  time for the change in
depletion methods. The units of production method has been applied retroactively
to prior years to  determine  the $9.1  million,  net of income tax,  cumulative
effect as of  October  1,  1997.  Depletion  of oil and gas  properties  for the
quarter and six months ended March 31, 1998,  has been computed  under the newly
adopted units of production method. Since Seneca changed its method of depletion
for its oil and gas  producing  properties  in the second  quarter of its fiscal
year,  the first quarter  financial  results of National Fuel have been restated
and are included on page 7 of this release.

DISCUSSION OF SECOND QUARTER EARNINGS

         Bernard J. Kennedy,  Chairman,  President and Chief Executive  Officer,
remarked:  "The non-cash write-down of Seneca's oil and gas assets is just that,
a non-cash event. The oil and gas reserves are still in the ground, they will be
produced and sold in the market place for cash in the  future.1,2  Excluding the
non-cash write-down, earnings for the quarter were up from last year in spite of
the warmer than normal  weather served up by Mother Nature and her son, El Nino,
and its impact on sales volumes and prices. Our diversification effort in recent
years along with the strong performance of our management team and workforce has
made this positive performance possible."

         The  increase  in  earnings  for the  quarter  (exclusive  of the asset
impairment  noted above) as compared with the prior year's quarter resulted from
higher earnings in the Exploration and Production,  International,  and Pipeline
and Storage segments offset in part by lower earnings in the Utility segment.

         In the Exploration and Production  segment,  earnings are up (exclusive
of the asset  impairment noted above) due to Seneca's portion of interest income
related to the  previously  mentioned  recent  settlement of IRS audits.  Partly
offsetting  this  increase was lower income from  operations  mainly  because of
lower  production  and  prices of both oil and gas.  Details of  production  and
prices  can be  found  on  page 9 of  this  release.  The  expected  decline  in
production of West Cameron 552 and delays in drilling due to rig  unavailability
are the major causes of the production decline.



                                    - more -


<PAGE>


Page 3


         During the quarter, Seneca announced the acquisition of the oil and gas
assets of the Whittier  Trust,  as well as the signing of a definitive  purchase
agreement for the tender offer on the outstanding shares of HarCor Energy,  Inc.
Additionally,  Seneca  announced  its  intention  to  acquire  the assets of the
Bakersfield  Energy  Group.   Combined,   these  three  acquisitions  will  cost
approximately  $260.5  million,  including the  assumption of debt.1,3  Seneca's
proved  reserves  will then total 68.2  million  barrels of oil, and 301 billion
cubic feet of natural gas.1,3

         The International segment has experienced increases from Horizon Energy
Development, Inc.'s (Horizon) share of earnings from its two main investments in
district heating and power generation  operations located in the Czech Republic.
Horizon initially invested in Serveroceske  Teplarny,  a.s. (SCT) in April 1997,
and owned a 75.2%  interest  at March 31,  1998  (Horizon's  ownership  interest
increased  to 82.6% in April 1998,  upon  completion  of a tender  offer).  More
recently, in January 1998, Horizon invested in Prvni severozapadni  teplarenska,
a.s. (PSZT), and owns a 75.3% interest at March 31, 1998.

         In the  Pipeline and Storage  segment,  earnings are up due to National
Fuel Gas Supply  Corporation's  (Supply  Corporation) portion of interest income
related to the previously mentioned recent settlement of IRS audits.  Additional
income taxes  related to certain  unsettled  issues were also  recorded.  Mostly
offsetting  the net  increase  related to the IRS audits was lower  revenue from
unbundled pipeline sales and open access transportation and reserves established
for preliminary  costs incurred to date related to proposed  pipeline  projects.
Certain of these costs for which reserves were established may be recovered at a
future date.

         In the Utility segment,  earnings are down from the prior year's mainly
because of the impact of warmer weather in the Pennsylvania jurisdiction and the
consequent  overall lower usage per account.  In addition,  the Utility  segment
incurred  interest  expense,  net  of  related  rate  recovery,  related  to the
previously referred to recent settlement of IRS audits.

         Kennedy added:  "We are very  optimistic  about our long-term  earnings
growth  potential  in both our  Exploration  and  Production  and  International
segments  where we have been busy with  acquisitions.1,2,3,4  The California oil
and gas  acquisitions  significantly  enhance the long-term  growth potential of
Seneca  by more  than  doubling  its  reserve  base to 710  billion  cubic  feet
equivalent.1,2,3 In the Czech Republic,  we have acquired a majority interest in
two  companies  that produce  electric  power and steam heat within the northern
Bohemia  region.  This should provide us with both  significant  synergistic and
other growth opportunities.1,4 In addition, in the Pipeline and Storage segment,
the Independence  Pipeline  partnership  recently announced that it executed and
filed with the Federal Energy

                                    - more -


<PAGE>


Page 4


Regulatory  Commission  a  precedent  agreement  with a new  shipper  for 99,000
dekatherms of gas per day.  This brings the level of capacity  subscribed on the
Independence Pipeline to just over 68%."

DISCUSSION OF SIX-MONTH RESULTS

         The slight decrease in earnings for the six months ended March 31, 1998
(exclusive  of the two special oil and gas items noted  above) as compared  with
the prior year  reflects  lower earning of the Utility and the  Exploration  and
Production  segments,  mostly offset by higher earnings in the International and
Pipeline and Storage  segments.  Both the Utility and Exploration and Production
segments were negatively  impacted by warmer than normal weather,  which reduced
demand and prices. The International segment's earnings increased because of its
share of earnings from its investments in the Czech Republic.  In addition,  the
December 1996 quarter included  non-recurring  significant  expenses  associated
with  the  dissolution  of  Sceptre  Power  Company.  As  noted  in the  quarter
discussion  above,  the impacts of the settlement of the primary issues relating
to IRS audits contributed to higher earnings in the Pipeline and Storage segment
and partially  offset the decreased  earnings in the  Exploration and Production
segment, while reducing the earnings of the Utility segment.


                  National Fuel is an  integrated  natural gas company with $2.7
billion in assets. Its principal subsidiaries are National Fuel Gas Distribution
Corporation, a public utility serving over 731,000 customers in western New York
and northwestern Pennsylvania,  National Fuel Gas Supply Corporation, which owns
and  operates a 3,171 mile gas  pipeline  network  extending  from  southwestern
Pennsylvania to the New York-Canadian  border at Niagara Falls, Seneca Resources
Corporation,  an exploration and production  company  headquartered  in Houston,
Texas,  and active in the Gulf Coast region of Texas and  Louisiana,  California
and the Appalachian region, and Horizon Energy Development,  Inc. a company that
invests in international  energy  operations with its primary focus currently in
the Czech Republic.


- ------------------------

1 This  statement  is a  forward-looking  statement  as defined  by the  Private
Securities  Litigation  Reform Act of 1995. While National Fuel's  expectations,
beliefs and  projections  are expressed in good faith and are believed to have a
reasonable  basis,  actual  results  may differ  materially.  Furthermore,  such
statement  speaks  only as of the date on which it is made,  and  National  Fuel
undertakes  no  obligation  to  update  the  statement  to  reflect   events  or
circumstances after the date on which it is made or to reflect the occurrence of
unanticipated events.


                                    - more -


<PAGE>


Page 5


- ------------------------

2 See Note 1. In addition to other factors,  the following are important factors
that could cause actual results to differ  materially:  Competitive  conditions,
availability  and/or  price of natural  gas and oil,  ability to produce gas and
oil, availability and/or price of derivative financial instruments, inability of
counterparties  to meet their  obligations with respect to derivative  financial
instruments and changes in accounting  principles and/or the application of such
principles to National Fuel.

3 See Note 1. In addition to other factors,  the following are important factors
that could cause actual results to differ materially:  The outcome of the tender
offer  for  HarCor  Energy,   Inc.  (HarCor),   the  results  of  due  diligence
investigations,  and any material changes in HarCor prior to closing, the timing
and extent of changes in commodity prices,  and the timing and extent of success
in discovery, developing and producing oil and gas reserves.

4 See Note 1. In addition to other factors,  the following are important factors
that could cause actual results to differ materially: Past and future actions of
PSZT  and  SCT,  changes  in  economic  conditions  and  competitive  conditions
affecting those entities, and governmental/regulatory initiatives and actions.















                                     - 30 -

<PAGE>
Page 6
<TABLE>
<CAPTION>

                            NATIONAL FUEL GAS COMPANY
                                AND SUBSIDIARIES
                                   (Unaudited)

(Thousands of Dollars, except per share amounts)

                                              Three Months Ended      Six Months Ended
                                                   March 31,               March 31,
                                              --------------------    --------------------

SUMMARY OF OPERATIONS                            1998       1997         1998       1997
- ---------------------                        ----------   ----------   ----------   ----------
<S>                                          <C>          <C>          <C>          <C>
    
Operating Revenues                           $  462,648   $  498,704   $  833,669   $  862,196

Operating Expenses:
  Purchased Gas                                 188,874      251,573      353,141      415,664
  Operation Expense and Maintenance             113,267       77,345      189,461      151,239
  Property, Franchise and Other Taxes            30,680       35,676       54,891       60,233
  Depreciation, Depletion and Amortization       26,798       29,096       57,918       55,685
  Impairment of Oil and Gas Producing 
    Properties                                  128,996            -      128,996            -
  Income Taxes - Current                         40,505       36,731       62,100       53,463
               - Deferred                       (50,244)      (2,529)     (48,890)       2,948
                                             ----------   ----------   ----------   ----------
                                                478,876      427,892      797,617      739,232
                                             ----------   ----------   ----------   ----------

Operating Income (Loss)                         (16,228)      70,812       36,052      122,964
Other Income                                     25,594          584       26,762        1,322
                                             ----------   ----------   ----------   ----------

Income Before Interest Charges and Minority
  Interest in Foreign Subsidiaries                9,366       71,396       62,814      124,286

Interest Charges                                 28,226       14,287       43,713       28,587
Minority Interest in Foreign Subsidiaries        (2,402)           -       (2,829)           -
                                             ----------   ----------   ----------   ----------

Income (Loss) Before Cumulative Effect          (21,262)      57,109       16,272       95,699
Cumulative Effect of Change in Accounting for
  Depletion                                           -            -       (9,116)           -
                                             ----------   ----------   ----------   ----------
Net Income (Loss) Available for Common Stock $  (21,262)  $   57,109   $    7,156   $   95,699
                                             ==========   ==========   ==========   ==========


Basic Earnings Per Common Share:
  Income (Loss) Before Cumulative Effect     $    (0.56)  $     1.50   $     0.43   $     2.52
  Cumulative Effect of Change in Accounting 
    for Depletion                                     -            -        (0.24)           -
                                             ----------   ----------   ----------   ----------
  Net Income (Loss) Available for Common
    Stock                                    $    (0.56)  $     1.50   $     0.19   $     2.52
                                             ==========   ==========   ==========   ==========

Diluted Earnings per Common Share:
  Income Before Cumulative Effect                N/A      $     1.48   $     0.42   $     2.49
  Cumulative Effect of Change in Accounting 
    for Depletion                                    -             -        (0.24)           -
                                             ----------   ----------   ----------   ----------
  Net Income Available for Common Stock          N/A      $     1.48   $     0.18   $     2.49
                                             ==========   ==========   ==========   ==========

Weighted Average Common Shares:
  Used in Basic Calculation                  38,263,632   38,090,435   38,230,331   38,020,555
                                             ==========   ==========   ==========   ==========

  Used in Diluted Calculation                    N/A      38,463,700   38,673,312   38,369,701
                                             ==========   ==========   ==========   ==========

Pro Forma Amounts*
  Net Income (Loss) Available for Common 
    Stock                                    $  (21,262)  $   57,637   $   16,272   $   95,597
                                             ==========   ==========   ==========   ==========


  Earnings (Loss) per Common Share:
     Basic                                   $    (0.56)  $     1.51   $     0.43   $     2.51
                                             ==========   ==========   ==========   ==========
 
     Diluted                                      N/A     $     1.50   $     0.42   $     2.49
                                             ==========   ==========   ==========   ==========
</TABLE>

N/A - Not applicable due to antidilution.
*  Assumes   retroactive   application  of  new  depletion   method  to  provide
comparability of periods presented.
<PAGE>

Page 7

                            NATIONAL FUEL GAS COMPANY
                                AND SUBSIDIARIES
                                   (Unaudited)
(Thousands of Dollars, except per share amounts)
                                                Three Months Ended
                                                   December 31,

SUMMARY OF OPERATIONS                           1997*         1996
- ---------------------                       ----------   -----------

Operating Revenues                          $  371,021   $   363,492

Operating Expenses:
  Purchased Gas                                164,267       164,091
  Operation Expense and Maintenance             76,194        73,894
  Property, Franchise and Other Taxes           24,210        24,556
  Depreciation, Depletion and Amortization      31,120        26,589
  Income Taxes - Current                        21,595        16,732
               - Deferred                        1,355         5,477
                                            ----------   -----------
                                               318,741       311,339
                                            ----------   -----------

Operating Income                                52,280        52,153
Other Income                                     1,168           737
                                            ----------   -----------

Income Before Interest Charges and Minority
  Interest in Foreign Subsidiaries              53,448        52,890

Interest Charges                                15,487        14,300
Minority Interest in Foreign Subsidiaries         (427)            -
                                            ----------   -----------

Income Before Cumulative Effect                 37,534        38,590
Cumulative Effect of Change in Accounting 
   for Depletion                                (9,116)            -
                                            ----------   -----------
Net Income Available for Common Stock       $   28,418   $    38,590
                                            ==========   ===========

Basic Earnings Per Common Share:
  Income Before Cumulative Effect           $     0.98      $  1.02
  Cumulative Effect of Change in Accounting 
    for Depletion                                (0.24)           -
                                            ----------   ----------
  Net Income Available for Common Stock     $     0.74   $     1.02
                                            ==========   ==========

Diluted Earnings per Common Share:
  Income Before Cumulative Effect           $     0.97      $  1.01
  Cumulative Effect of Change in Accounting 
    for Depletion                                (0.24)           -
                                            ----------   ----------
  Net Income Available for Common Stock     $     0.73   $     1.01
                                            ==========   ==========

Weighted Average Common Shares:
  Used in Basic Calculation                 38,197,757   37,952,194
                                            ==========   ==========
  Used in Diluted Calculation               38,630,484   38,277,745
                                            ==========   ==========

Pro Forma Amounts**
  Net Income Available for Common Stock     $   37,534   $   37,960
                                            ==========   ==========

  Earnings per Common Share:
     Basic                                  $     0.98   $     1.00
                                            ==========   ==========
     Diluted                                $     0.97   $     0.99
                                            ==========   ==========

*  Restated  to  reflect  cumulative  effect  in the  change in  accounting  for
depletion in the first quarter of fiscal 1998.

**  Assumes   retroactive   application  of  new  depletion  method  to  provide
comparability of periods presented.

<PAGE>


Page 8


<TABLE>
<CAPTION>

                            NATIONAL FUEL GAS COMPANY
                                AND SUBSIDIARIES

                               SEGMENT INFORMATION
                               -------------------
                             (Thousands of Dollars)
                                   (Unaudited)

                                 Three Months Ended              Six Months Ended
                                      March 31,                       March 31,
                           -------------------------------    -------------------------------
                                                 Increase                           Increase
                              1998      1997    (Decrease)     1998       1997     (Decrease)
<S>                        <C>        <C>       <C>          <C>         <C>        <C>
                           ---------  --------- ----------   ----------  ---------  ---------
Operating Revenues:
- ------------------
  Utility                  $ 342,370  $ 417,961  $ (75,591)  $  633,211  $ 715,580  $ (82,369)
  Pipeline and Storage        42,332     43,661     (1,329)      88,189     88,155         34
  Exploration and 
    Production                24,819     32,297     (7,478)      49,528     62,379    (12,851)
  International               42,558        796     41,762       54,147      1,524     52,623
  Other Nonregulated          37,149     35,794      1,355       61,326     51,540      9,786
                           ---------  ---------  ---------   ----------  ---------  ---------
                             489,228    530,509    (41,281)     886,401    919,178    (32,777)
                           ---------  ---------  ---------   ----------  ---------  ---------
Intersegment Revenues        (26,580)   (31,805)     5,225      (52,732)   (56,982)     4,250
                           ---------  ---------  ---------   ----------  ---------  ---------
                           $ 462,648  $ 498,704  $ (36,056)  $  833,669  $ 862,196  $ (28,527)
                           =========  =========  =========   ==========  =========  =========

Operating Income (Loss)
  Before Income Taxes:
- ---------------------
  Utility                  $  72,378  $  73,299  $    (921)  $  119,854  $ 119,023  $     831
  Pipeline and Storage        14,166     18,320     (4,154)      37,016     37,783       (767)
  Exploration and 
    Production(1)           (119,815)    11,870   (131,685)    (116,368)    24,446   (140,814)
  International                6,024      1,504      4,520        6,909     (1,587)     8,496
  Other Nonregulated           1,870        790      1,080        2,943      1,189      1,754
  Corporate                     (590)      (769)       179       (1,092)    (1,479)       387
                           ---------  ---------  ---------   ----------  ---------  ---------
                           $ (25,967) $ 105,014  $(130,981)  $   49,262  $ 179,375  $(130,113)
                           =========  =========  =========   ==========  =========  =========

Depreciation, Depletion
  and Amortization:
- ------------------
  Utility                  $   8,650  $   8,282  $     368   $   17,300  $  16,565  $     735
  Pipeline and Storage         5,557      5,453        104       11,148     10,843        305
  Exploration and 
    Production(2)              9,121     13,585     (4,464)      23,926     25,155     (1,229)
  International                2,067         67      2,000        2,616         75      2,541
  Other Nonregulated           1,402      1,708       (306)       2,926      3,045       (119)
  Corporate                        1          1          -            2          2          -
                          ----------  ---------  ---------   ----------  ---------  ---------
                          $   26,798  $  29,096  $  (2,298)  $   57,918  $  55,685  $   2,233
                          ==========  =========  =========   ==========  =========  =========

Capital Expenditures:
- --------------------
  Utility                 $   11,585  $  14,126  $  (2,541)  $   25,190  $  30,291  $  (5,101)
  Pipeline and Storage         5,582      4,449      1,133        9,633      6,678      2,955
  Exploration and 
    Production               159,484     29,751    129,733      179,428     45,781    133,647
  International                4,143         37      4,106        5,192        241      4,951
  Other Nonregulated           1,118     12,319    (11,201)       1,447     12,386    (10,939)
                          ----------  ---------  ---------   ----------  ---------  ---------
                          $  181,912  $  60,682  $ 121,230   $  220,890  $  95,377  $ 125,513
                          ==========  =========  =========   ==========  =========  =========

</TABLE>

(1)    Includes noncash impairment charge of $128,996,000.

(2)    Effective  October 1, 1997, the Exploration & Production  segment changed
       its method of  depletion  for its oil and gas  operations  from the Gross
       Revenue  method to the Unit of Production  method.  Fiscal 1998 depletion
       was determined under the newly adopted Unit of Production  method,  while
       fiscal 1997 depletion was determined under the Gross Revenue method.  Had
       1997  depletion  been  determined  under the Unit of  Production  method,
       depletion  for the three and six months  ended  March 31, 1997 would have
       been $860,000 lower and $167,000 higher, respectively, than the amounts 
       shown.

<PAGE>

Page 9

<TABLE>
<CAPTION>



                            NATIONAL FUEL GAS COMPANY
                                AND SUBSIDIARIES

                     EXPLORATION AND PRODUCTION INFORMATION
                     --------------------------------------


                                                Three Months Ended            Six Months Ended
                                                     March 31,                     March 31,
                                            --------------------------    ---------------------------
                                                             Increase                       Increase
                                             1998    1997   (Decrease)     1998    1997    (Decrease)
<S>                                         <C>     <C>      <C>          <C>      <C>      <C>
                                            ------  -------  ---------    ------   ------   ---------

Gas Production/Prices:
- ---------------------
Production (MMcf)
  Gulf Coast                                 5,860   7,719   (1,859)      12,701   15,520   (2,819)
  West Coast                                   157     337     (180)         412      551     (139)  
  Appalachia                                 1,276   1,293      (17)       2,484    2,574      (90)
                                            ------  ------   ------       ------   ------   ------
                                             7,293   9,349   (2,056)      15,597   18,645   (3,048)
Weighted Average Prices (Per Mcf)
  Gulf Coast                                $ 2.27  $ 2.96   $(0.69)      $ 2.68   $ 2.95   $(0.27)
  West Coast                                  1.69    2.18    (0.49)        2.13     1.96     0.17
  Appalachia                                  3.10    3.97    (0.87)        3.06     3.22    (0.16)
    Average                                   2.40    3.07    (0.67)        2.73     2.95    (0.22)
    Average after Hedging                     2.38    2.46    (0.08)        2.21     2.30    (0.09)

Oil Production/Prices:
- ---------------------
Production (Thousands of Barrels)
  Gulf Coast                                   296     362      (66)         610      746     (136)
  West Coast                                    80     124      (44)         194      250      (56)
  Appalachia                                     2       3       (1)           5        5        -
                                            ------  ------   ------       ------   ------   ------
                                               378     489     (111)         809    1,001     (192)
                                            ======  ======   ======       ======   ======   ======

Weighted Average Prices (Per Barrel)
  Gulf Coast                                $14.83  $22.44   $(7.61)      $16.98   $23.39   $(6.41)
  West Coast                                 11.81   19.97    (8.16)       14.20    20.41    (6.21)
  Appalachia                                 15.80   23.16    (7.36)       17.93    23.05    (5.12)
    Average                                  14.19   21.82    (7.63)       16.32    22.64    (6.32)
    Average after Hedging                    15.98   18.32    (2.34)       16.62    18.84    (2.22)

</TABLE>

<PAGE>

Page 10

<TABLE>
<CAPTION>

                            NATIONAL FUEL GAS COMPANY
                                AND SUBSIDIARIES

                           SYSTEM NATURAL GAS VOLUMES
                           --------------------------
                        (millions of cubic feet - MMcf)

                                              Three Months Ended             Six Months Ended
                                                   March 31,                      March 31,
                                          ---------------------------     ---------------------------

                                                            Increase                        Increase
                                           1998     1997   (Decrease)     1998      1997   (Decrease)
<S>                                       <C>      <C>       <C>         <C>       <C>       <C>     
                                          -------  -------   -------     -------   -------   -------


Utility Gas Sales
    Residential                            31,221   37,720    (6,499)     56,010    63,524    (7,514)
    Commercial                              7,273   10,153    (2,880)     13,187    16,989    (3,802)
    Industrial                              1,227    1,725      (498)      2,469     3,023      (554)
    Off-System                              6,470    4,381     2,089      10,948     8,428     2,520
                                          -------  -------   -------     -------   -------   -------
                                           46,191   53,979    (7,788)     82,614    91,964    (9,350)
                                          -------  -------   -------     -------   -------   -------

Non-Utility Gas Sales
    Production  (in equivalent
    MMcf)                                   9,563   12,284    (2,721)     20,453    24,652    (4,199)
                                          -------  -------   -------     -------   -------   -------

Total Gas Sales                            55,754   66,263   (10,509)    103,067   116,616   (13,549)
                                          -------  -------   -------     -------   -------   -------

Transportation
    Utility Operation                      20,682   19,149     1,533      35,332    33,036     2,296
    Pipeline and Storage                  101,490  109,093    (7,603)    195,893   195,093       800
    Nonregulated                                -       60       (60)        276        60       216
                                          -------  -------   -------     -------   -------   -------
                                          122,172  128,302    (6,130)    231,501   228,189     3,312
                                          -------  -------   -------     -------   -------   -------

Marketing Volumes                           9,339    7,304     2,035      14,520    11,820     2,700
                                          -------  -------   -------     -------   -------   -------

Less Inter and Intrasegment Volumes:
    Transportation                         58,351   66,982    (8,631)    102,743   110,665    (7,922)
    Production                              1,064    1,038        26       2,058     2,154       (96)
                                          -------  -------   -------     -------   -------   -------
                                           59,415   68,020    (8,605)    104,801   112,819    (8,018)
                                          -------  -------   -------     -------   -------   -------


Total System Natural Gas Volume           127,850  133,849    (5,999)    244,287   243,806       481
                                          =======  =======   =======     =======   =======   =======

</TABLE>



                                   DEGREE DAYS
                                   -----------

                                                              Percent Colder
                                                              (Warmer) Than:
Three Months Ended March 31   Normal    1998      1997       Normal   Last Year
- ---------------------------   ------    ----      ----       ------   ---------

  Buffalo, NY                 3,344     2,785     3,194      (16.7)    (12.8)
  Erie, PA                    3,198     2,547     2,996      (20.4)    (15.0)

Six Months Ended March 31
- -------------------------

  Buffalo, NY                 5,606     5,079     5,450       (9.4)     (6.8)
  Erie, PA                    5,243     4,643     5,123      (11.4)     (9.4)


<PAGE>

                           NATIONAL FUEL GAS COMPANY
                                AND SUBSIDIARIES
                                   (Unaudited)

Quarter Ended March 31                               1998           1997
- ----------------------                         --------------  --------------

  Operating Revenues                           $  462,648,000  $  498,704,000
                                               ==============  ==============

  Net Income (Loss) Available for Common Stock $  (21,262,000) $   57,109,000
                                               ==============  ==============

  Earnings (Loss)  Per Common Share:
     Basic                                     $        (0.56) $         1.50
                                               ==============  ==============
     Diluted                                            N/A              1.48
                                               ==============  ==============

    Weighted Average Common Shares:
       Used in Basic Calculation                    38,263,632     38,090,435
                                               =============== ==============
       Used in Diluted Calculation                     N/A         38,463,700
                                               =============== ==============

Six Months Ended March 31
- -------------------------

  Operating Revenues                           $  833,669,000  $  862,196,000
                                               ==============  ==============

  Income Before Cumulative Effect              $   16,272,000  $   95,699,000
  Cumulative Effect of Change in Accounting 
    for Depletion                                  (9,116,000)              -
                                               --------------  --------------
  Net Income  Available for Common Stock       $    7,156,000  $   95,699,000
                                               ==============  ==============

  Basic Earnings (Loss) Per Common Share:
     Income Before Cumulative Effect           $         0.43  $         2.52
     Cumulative Effect of Change in Accounting
     for Depletion                                      (0.24)              -
                                               --------------  --------------
     Net Income  Available for Common Stock    $         0.19  $         2.52
                                               ==============  ==============

  Diluted Earnings (Loss) Per Common Share:
     Income Before Cumulative Effect           $         0.42  $         2.49
     Cumulative Effect of Change in Accounting
     for Depletion                                      (0.24)              -
                                               --------------  --------------
     Net Income  Available for Common Stock    $         0.18  $         2.49
                                               ==============  ==============

    Weighted Average Common Shares:
       Used in Basic Calculation                   38,230,331      38,020,555
                                               ==============  ==============
       Used in Diluted Calculation                 38,673,312      38,369,701
                                               ==============  ==============

Twelve Months Ended March 31

  Operating Revenues                           $1,237,284,000  $1,261,509,000
                                               ==============  ==============

  Income Before Cumulative Effect              $   35,261,000  $  112,287,000
  Cumulative Effect of Change in Accounting 
    for Depletion                                  (9,116,000)              -
                                               --------------  --------------
  Net Income Available for Common Stock        $   26,145,000  $  112,287,000
                                               ==============  ==============

  Basic Earnings (Loss) Per Common Share:
     Income Before Cumulative Effect           $         0.92  $         2.96
     Cumulative Effect of Change in Accounting
     for Depletion                                      (0.24)              -
                                               --------------  --------------
     Net Income Available for Common Stock     $         0.68  $         2.96
                                               ==============  ==============

  Diluted Earnings (Loss) Per Common Share:
     Income Before Cumulative Effect           $         0.91  $         2.94
     Cumulative Effect of Change in Accounting
       for Depletion                                    (0.24)              -
                                               --------------  --------------  
     Net Income Available for Common Stock     $         0.67  $         2.94
                                               ==============  ==============

    Weighted Average Common Shares:
       Used in Basic Calculation                   38,188,112      37,875,142
                                               ==============  ==============
       Used in Diluted Calculation                 38,591,405      38,172,308
                                               ==============  ==============

N/A - Not applicable due to antidilution.



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