NATIONAL FUEL GAS CO
U-9C-3, 2000-05-24
NATURAL GAS DISTRIBUTION
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                                  United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM U-9C-3
                      QUARTERLY REPORT PURSUANT TO RULE 58
                 For the Quarterly Period Ending March 31, 2000


                            National Fuel Gas Company
                      (Name of Registered Holding Company)

                               10 Lafayette Square
                             Buffalo, New York 14203
                      (Name of Principal Executive Officer)



            Inquiries concerning this Form U-9C-3 may be directed to:
                                James R. Peterson
                               Assistant Secretary
                            National Fuel Gas Company
                                   Suite 1500
                               10 Lafayette Square
                             Buffalo, New York 14203
                                 (716) 857-7086


<PAGE>

                           Item 1 - Organization Chart
<TABLE>
<CAPTION>

Name of Reporting Co.      Energy or Gas  Date of        State of      Percentage of           Nature of Business
                           Related        Organization   Organization  Voting Securities
                                                                       Held
<S>                        <C>            <C>            <C>           <C>                     <C>

National Fuel Gas Company  Holding        1902           New Jersey    Holds all voting        The Company is an integrated
                                                                       securities of National  natural gas operation engaged in
                                                                       Fuel Resources, Inc.    owning and holding securities
                                                                       and the reporting       issued by its subsidiaries.
                                                                       companies except as
                                                                       indicated below.

Seneca Independence        Gas            1996           Delaware      100%                    Holds a 33 1/3% general partnership
Pipeline Company                                                                               interest in Independence Pipeline
                                                                                               Company, which was not formed
                                                                                               under Rule 58.

Niagara Independence       Holding        1997           Delaware      100%                    Holds the 33-1/3% general partnership
Marketing Company                                                                              interest in DirectLink indicated
                                                                                               below.

DirectLink Gas Marketing   Gas            1997           Delaware      33-1/3%                 Gas marketing.
Company

Upstate Energy Inc.        Gas            1997           New York      100%                    Gas marketing. Also owns a 50%
                                                                                               interest in the Roystone Gas
                                                                                               Processing Plant which was
                                                                                               acquired pursuant to Rule 58.

Roystone Gas Processing    Gas            1994           Pennsylvania  50%                     Processes natural gas and sells
Plant                                                    (general                              natural gas liquids.
                                                         partnership)
</TABLE>


      NARRATIVE DESCRIPTION:

      National  Fuel Gas Company is not  "reporting  company" but is included in
      this Item 1 because it holds,  directly or indirectly,  voting  securities
      issued by reporting companies as indicated above.

      During the quarter ended March 31, 2000, the reporting  companies  engaged
      in the following activities:

      Seneca Independence  Pipeline Company ("SIP") retained its 33 1/3% general
      partnership  interest in Independence  Pipeline Company  ("Independence"),
      pursuant to approval  by the SEC under the PUHCA (see File  70-9117,  HCAR
      No.  35-26840).  SIP's  transactions  this  quarter are  described  in its
      financial statements at Item 6.

      Niagara  Independence  Marketing  Company  ("NIM")  retained  its 33  1/3%
      interest in DirectLink  Gas Marketing  Company  ("DirectLink").  NIM's and
      DirectLink's  transactions  this quarter are described in their  financial
      statements at Item 6.

      Upstate Energy Inc. ("Upstate") engaged in gas marketing transactions this
      quarter.

      Roystone  Gas  Processing  Plant  engaged in  processing  natural  gas and
      selling natural gas liquids during the quarter.

<PAGE>

            Item 2 - Issuance of Securities and Capital Contributions
<TABLE>
<CAPTION>

Company           Type of   Principal Amount  Issue or  Cost of  Person to      Collateral  Consideration
Issuing           Security  of Security       Renewal   Capital  Whom Security  Given With  Received for
Stock             Issued                                         Was Issued     Security    Each Security
<S>               <C>       <C>               <C>       <C>      <C>            <C>         <C>

Seneca            Note      $500,000          Issue*    N/A      National       N/A         $500,000
Independence                $100,000          Issue*             Fuel Gas                   $100,000
Pipeline                                                         Company
Company

DirectLink Gas    no transactions this quarter
Marketing
Company

Niagara           no transactions this quarter
Independence
Marketing
Company

Upstate           Note      $100,000          Issue**   N/A      National       N/A         $100,000
Energy                      $100,000          Issue**            Fuel Gas                   $100,000
                                                                 Company

Roystone Gas      no transactions this quarter
Processing Plant

</TABLE>

     *  Represents an increase in the daily principal balance of borrowings from
        the National Fuel Gas Company System Money Pool as compared with balance
        from preceding day. For the quarter,  the outstanding  balance increased
        by $500,000.
     ** Represents an increase in the daily principal balance of borrowings from
        the National  Fuel Gas Company  System  Money Pool as compared  with the
        balance from the preceding day. For the quarter, the outstanding balance
        decreased by $2,600,000.





<PAGE>


<TABLE>

                         Part 1 - Transactions Performed by Reporting Company on Behalf of Associate Companies
<CAPTION>

Reporting Co.     Associate Co.  Types of     Direct     Indirect  Cost of  Total Amount Billed
Rendering         Receiving      Services     Costs      Costs     Capital
Services          Services       Rendered     Charged    Charged
<S>               <C>            <C>          <C>        <C>       <C>      <C>


Roystone Gas      National Fuel  Natural gas  $182,881*  -0-       -0-      $182,881
Processing Plant  Gas Supply     processing
                  Corporation
</TABLE>

*  Represents payments made by National Fuel Gas Supply Corporation to Roystone
   Gas Processing Plant ("Roystone") pursuant to an agreement predating Upstate
   Energy, Inc.'s investment in Roystone.

<TABLE>

                         Part 2 - Transactions Performed by Associate Companies on Behalf of Reporting Company
<CAPTION>

Associate Co.  Reporting Co.  Types of       Direct   Indirect  Cost of  Total Amount Billed
Rendering      Receiving      Services       Costs    Costs     Capital
Services       Services       Rendered       Charged  Charged
<S>            <C>            <C>            <C>      <C>       <C>      <C>

National Fuel  Seneca         Managerial,    -0-      -0-       -0-      -0-
Gas Supply     Independence   financial,
Corporation    Pipeline       legal, and
               Company        other similar
                              services.

Seneca         Upstate        Managerial,    $34,266  -0-       -0-      $34,266
Resources      Energy Inc.    financial and
Corporation                   other similar
                              services.
</TABLE>

___________________________________

Upstate   Energy  Inc.  also   purchased   regulated   interstate   natural  gas
transportation and storage services from its associate, National Fuel Gas Supply
Corporation ("Supply"),  pursuant to Supply's FERC gas tariff, but such services
are "exempted transactions" pursuant to Rule 81 under the Public Utility Holding
Company Act (17 CFR Sec. 250.81).




<PAGE>

                    Item 4 - Summary of Aggregate Investment

Investment in Energy-Related Companies:

        Not applicable; all the Reporting Companies are gas-related companies.

Investments in Gas-Related Companies:

        Confidential Treatment requested pursuant to Rule 104(b)


<PAGE>

                           Item 5 - Other Investments
<TABLE>
<CAPTION>

Major Line of Energy-  Other Investment in last  Other Investment in This  Reason For Difference
Related Business       U-9C-3 Report             U-9C-3 Report             in Other Investment
<S>                    <C>                       <C>                       <C>

None
</TABLE>


<PAGE>

                    Item 6- Financial Statements and Exhibits
<TABLE>
<CAPTION>

A.  Financial Statements:
    <S>                                                                   <C>

    Balance Sheet for Seneca Independence Pipeline Company ("Seneca")     Confidential treatment requested pursuant to Rule 104(b)
    Income Statement for Seneca                                           Confidential treatment requested pursuant to Rule 104(b)
    Balance Sheet for Niagara Independence Marketing Company ("Niagara")  Confidential treatment requested pursuant to Rule 104(b)
    Income Statement of Niagara                                           Confidential treatment requested pursuant to Rule 104(b)
    Balance Sheet for DirectLink Gas Marketing Company ("DirectLink")     Confidential treatment requested pursuant to Rule 104(b)
    Income Statement for DirectLink                                       Confidential treatment requested pursuant to Rule 104(b)
    Balance Sheet for Upstate Energy Inc. ("Upstate")                     Confidential treatment requested pursuant to Rule 104(b)
    Income Statement for Upstate                                          Confidential treatment requested pursuant to Rule 104(b)
    Balance Sheet for Roystone Gas Processing Plant ("Roystone")          Confidential treatment requested pursuant to Rule 104(b)
    Income Statement for Roystone                                         Confidential treatment requested pursuant to Rule 104(b)

</TABLE>


B.  Exhibits:

    1.  Copies of contracts required to be provided by Item 3:  NOT APPLICABLE

    2.  Certificate stating that a copy of the report for the previous quarter
        has been filed with interested state commissions:  EXHIBIT A

SIGNATURES

        Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, National Fuel Gas Company has duly caused this report to be signed and
authorized on its behalf by the undersigned.

Dated:  May 23, 2000

                                    NATIONAL FUEL GAS COMPANY



                                    By  /s/ James R. Peterson
                                      -----------------------------------------
                                      James R. Peterson
                                      Assistant Secretary



EXHIBIT A
- ---------

                            NATIONAL FUEL GAS COMPANY
                                   CERTIFICATE




        The undersigned certifies that he is the duly designated and acting
Assistant Secretary of National Fuel Gas Company, a New Jersey Corporation, and
that the report on Form U-9C-3 for the previous quarter was filed with National
Fuel Gas Company's interested State Commissions whose names and addresses are
listed below:



                   State of New York Public Service Commission
                              3 Empire State Plaza
                           Albany, New York 12223-1350




                     Pennsylvania Public Utility Commission
                                  P.O. Box 3265
                              North Office Building
                         Harrisburg, Pennsylvania 17120




IN WITNESS WHEREOF, I have hereunto set my hand as of the 23rd day of May, 2000.


                                      /s/ James R. Peterson
                                      -----------------------------------------
                                      James R. Peterson
                                      Assistant Secretary



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