AMENDMENT NO. 1
                                 TO 35-CERT



                           UNITED STATES OF AMERICA
                 BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.

_______________________________
IN THE MATTER OF                                  
NATIONAL FUEL GAS COMPANY                  CERTIFICATE
FILE NO. 70-6912                           PURSUANT TO RULE
         70-7049                           24
         70-7581

(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 Declarations of National Fuel Gas 
Company ("National"), as amended, in the above files, and pursuant to the 
Orders dated January 10, 1984 (File No. 70-6912), April 23, 1984 (File No. 
70-6967), January 16, 1985 (File No. 70-7049), May 1, 1987 (File No. 70-7369) 
December 28, 1988 (File No. 70-7581), and March 5, 1993 (File No. 70-8111), 
of the Securities and Exchange Commission with respect thereto.

         The following individuals, during the period October 1, 1993 through 
December 31, 1993, exercised 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

J. Allen Graham     NSO   10/5/92   $25.1875   10/12/93   5,000       -0-
S. Dennis Holbrook  NSO   1/6/87     19.78125  11/22/93   2,000       -0-
Richard Hare        NSO   6/14/90    23.8125   11/17/93   7,100     4,972


          These were the only exercises of options pursuant to the National 
Fuel Gas Company 1984 Stock Plan or the National Fuel Gas Company 1983 
Incentive Stock Option Plan during the period October 1, 1993 - December 31, 
1993.


         IN WITNESS WHEREOF, National has caused this Certificate to be 
executed this 10th day of January, 1994.


                                   By _____________________________ 
                                       Richard M. DiValerio
                                            Secretary