File No. 70-8649

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C. 20549


                                U-1/A
                           AMENDMENT NO. 2
                                UNDER
           THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


NATIONAL FUEL GAS COMPANY                HORIZON ENERGY
10 Lafayette Square                       DEVELOPMENT, INC.
Buffalo, New York 14203                  10 Lafayette Square
                                         Buffalo, New York 14203

         (Name of company or companies filing this statement
            and addresses of principal executive offices)


                      NATIONAL FUEL GAS COMPANY

           (Name of top registered holding company parent
                   of each applicant or declarant)

P. C. Ackerman, Senior Vice President    B. H. Hale
National Fuel Gas Company                Horizon Energy Development, Inc.
10 Lafayette Square                      10 Lafayette Square
Buffalo, New York 14203                  Buffalo, New York 14203

           (Names and addresses of agents for service)


      The Commission is requested to mail signed copies of all
                orders, notices and communications to:


      B. H. Hale                    G. T. Wehrlin
      10 Lafayette Square           Controller
      Buffalo, New York 14203       National Fuel Gas Company
                                    10 Lafayette Square
                                    Buffalo, New York 14203

                             Kyle G. Storie
                           10 Lafayette Square
                         Buffalo, New York 14203


1)   Item I.  DESCRIPTION OF PROPOSED TRANSACTION is hereby 

amended as follows.

     1)   Delete the "." at the end of subsection (a) of Section L 

and replace it with:


          "; (iv)  a general description of the activities 

          of Applicants for the quarterly reporting period 

          in regard to the projects in which they or their 

          subsidiary companies have an ownership interest; 

          and (v) information on intercompany service 

          transactions (including those provided at cost 

          and at market rates) involving affiliated 

          Intermediate Companies including:  (1) the name 

          of each associate company providing services; (2) 

          a listing of services provided; and (3) the total 

          dollar amount of services provided, broken down 

          by associate company."




                            SIGNATURE

     Pursuant to the requirements of the Public Utility Holding 

Company Act of 1935, the undersigned companies have duly caused 

this Application/Declaration to be signed on their behalf by the 

undersigned thereunto duly authorized.



                              NATIONAL FUEL GAS COMPANY



                              By: /s/Philip C. Ackerman  
                                  Philip C. Ackerman
                                  Senior Vice President


                              HORIZON ENERGY DEVELOPMENT, INC.



                              By: /s/Bruce H. Hale       
                                  Bruce H. Hale
                                  Incorporator

Date: August 28, 1995



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