8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 3, 2002

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

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

10 Lafayette Square, Buffalo, New York	14203
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code: (716) 857-6987

ITEM 5.     OTHER EVENTS.

      On October 3, 2002, National Fuel Gas Company (the "Company") issued a press release regarding its agreement to acquire the Empire State Pipeline from a subsidiary of Duke Energy Corporation. A copy of this press release is hereby incorporated by reference and filed as part of this Current Report as Exhibit 99(a).

      Neither the filing of this press release as an exhibit to this Current Report nor the inclusion in such press release of a reference to the Company's internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company's internet address is not part of this Current Report or any other report filed by the Company with the Securities and Exchange Commission.

      Certain statements incorporated by reference from the press release, including statements regarding earnings projections, are "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. There is no assurance that the Company's projections will in fact be achieved nor do these projections reflect any acquisitions or divestitures that may occur during fiscal 2002 or 2003. While the Company's expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, actual results may differ materially from those in the forward-looking statement. Furthermore, each forward-looking statement speaks only as of the date on which it is made, and the Company 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. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in economic conditions including economic disruptions caused by terrorist activities, demographic patterns or weather conditions; changes in the availability and/or price of natural gas and oil; inability to obtain new customers or retain existing ones; significant changes in competitive conditions affecting the Company; governmental/regulatory actions, initiatives and proceedings, including those affecting acquisitions, financings, allowed rates of return, industry and rate structure, franchise renewal, and environmental/safety requirements; unanticipated impacts of restructuring initiatives in the natural gas and electric industries; significant changes from expectations in actual capital expenditures and operating expenses and unanticipated project delays or changes in project costs; the nature and projected profitability of pending and potential projects and other investments; occurrences affecting the Company's ability to obtain funds from operations, debt or equity to finance needed capital expenditures and other investments; uncertainty of oil and gas reserve estimates; ability to successfully identify and finance oil and gas property acquisitions and ability to operate and integrate existing and any subsequently acquired business or properties; ability to successfully identify, drill for and produce economically viable natural gas and oil reserves; significant changes from expectations in the Company's actual production levels for natural gas or oil; changes in the availability and/or price of derivative financial instruments; changes in the price of natural gas or oil and the related effect given the accounting treatment or valuation of related derivative financial instruments; inability of the various counterparties to meet their obligations with respect to the Company's financial instruments; regarding foreign operations - changes in foreign trade and monetary policies, laws, and regulations related to foreign operations, political and governmental changes, inflation and exchange rates, taxes and operating conditions; significant changes in tax rates or policies or in rates of inflation or interest; significant changes in the Company's relationship with its employees and contractors and the potential adverse effects if labor disputes, grievances or shortages were to occur; or changes in accounting principles or the application of such principles to the Company. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

             (c)     Exhibits

              Exhibit 99(a) — Press Release issued October 3, 2002

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 hereunto duly authorized.

NATIONAL FUEL GAS COMPANY

By:   /s/ James R. Peterson

        James R. Peterson

        Assistant Secretary

EXHIBIT INDEX

Exhibit Number	Description
99(a)	Press Release issued October 3, 2002

EX-99

Exh 99(a)

[NFG LOGO OMITTED}

NEWS National Fuel

10 LAFAYETTE SQUARE/BUFFALO NY 14203/TEL 800/634-5440
www.nationalfuelgas.com                                                                 

    RELEASE DATE:    October 3, 2002

FOR ADDITIONAL INFORMATION PLEASE CALL     
       Julie Coppola Cox (716) 857-7079

NATIONAL FUEL TO ACQUIRE EMPIRE STATE PIPELINE

(October 3, 2002) Buffalo, N.Y.: National Fuel Gas Company ("National Fuel") (NYSE: NFG) today announced that it has reached agreement to acquire the Empire State Pipeline ("Empire") from a subsidiary of Duke Energy (NYSE: DUK).* A stock purchase agreement regarding this transaction was executed today.

        Empire is a 24-inch diameter natural gas transmission pipeline that originates at the United States/Canada border at the Chippawa Channel of the Niagara River, and extends easterly 157 miles from Buffalo, N.Y., to near Syracuse, N.Y. Constructed in 1992 and in service since 1993, Empire delivers natural gas supplies to major industrial companies, utilities (including National Fuel’s utility segment) and power producers. With a design capacity of 525 million cubic feet per day (MMcf/d), Empire currently has firm contracts for almost all of its capacity.

        “Empire serves as a critical link in delivering natural gas supplies from Canada to the United States,” said Philip C. Ackerman, Chairman, President and Chief Executive Officer of National Fuel. “As the demand for energy increases along the East Coast, this acquisition allows National Fuel to be better positioned to bring gas supplies to these growing markets.*

        “National Fuel is constantly seeking opportunities to make investments that complement its existing assets and Empire proved to be an attractive opportunity, especially since the pipeline originates within our existing service area,” Ackerman added. “This acquisition is consistent with our long-term strategy of buying and building real assets, and in particular, enhancing our energy supply and delivery infrastructure.*"

        Empire was included in Duke Energy’s $8 billion acquisition of Westcoast Energy and its mostly Canadian natural gas-related assets in March 2002. The New York intrastate pipeline has been managed by Duke Energy Gas Transmission (DEGT) since that time.

        “As an active manager of a portfolio of energy assets, Duke Energy continually looks at our businesses and assets with an eye on maximizing shareholder value,” said Robert B. Evans, President and Chief Executive Officer of DEGT. “Once the sale is completed, we’ll continue to have a solid pipeline capacity position in the Northeast with our Texas Eastern, Algonquin and Maritimes & Northeast systems expanding to meet growing demand.”

        The transaction is valued at approximately $240 million, which includes approximately $60 million in assumed debt.* Pursuant to the stock purchase agreement, National Fuel will acquire all of the outstanding shares of Empire State Pipeline Company, Inc. and St. Clair Pipeline Company, Inc., each of which owns a 50% interest in Empire.* The transaction is subject to a number of conditions, including certain regulatory approvals.* The companies expect to close the deal in December 2002 or during the first quarter of calendar 2003.*

        National Fuel also indicated that the initial financing for the acquisition will be arranged with short-term debt and then anticipates its permanent financing will be a combination of long-term debt and equity.* The timing of the permanent financing has yet to be determined.* As a result of this acquisition, National Fuel expects a near-term 2% to 3% dilutive effect to earnings per share.* “There are opportunities for growth on this system,*” Ackerman added. “We believe additional interconnects to other pipelines, utilities and storage facilities will increase the value of this asset and offset the initial impact to earnings.*"

        National Fuel is an integrated energy company with $3.4 billion in assets comprised of six principal operating segments: Utility, Pipeline and Storage, Exploration and Production, International, Energy Marketing and Timber. Additional information about National Fuel is available at http://www.nationalfuelgas.com or through its investor information service at 1-800-334-2188.

        Duke Energy Gas Transmission is a North American leader in developing energy infrastructure and connecting major natural gas supply basins to growing markets. The company’s natural gas operations include more than 18,900 miles of interstate transmission pipeline and 240 billion cubic feet of storage capacity in Canada and the United States. More information on DEGT can be found at www.degt.duke-energy.com.

        Duke Energy is a diversified multinational energy company with an integrated network of energy assets and expertise. The company manages a dynamic portfolio of natural gas and electric supply, delivery and trading businesses – meeting the energy needs of customers throughout North America and in key markets around the world. Duke Energy, headquartered in Charlotte, N.C., is a Fortune 100 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: www.duke-energy.com.

* Forward-Looking Statement Disclosure of National Fuel

Certain statements contained herein, including those designated with an asterisk (“*”), are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. National Fuel’s expectations, beliefs and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in economic conditions, including economic disruptions caused by terrorist activities, demographic patterns or weather conditions; changes in the availability and/or price of natural gas and oil; inability to obtain new customers or retain existing ones; significant changes in competitive conditions affecting National Fuel; governmental/regulatory actions, initiatives and proceedings, including those relating to the approval of acquisitions and those affecting financings, allowed rates of return, industry and rate structure, franchise renewal, and environmental/safety requirements; unanticipated impacts of restructuring initiatives in the natural gas and electric industries; significant changes from expectations in actual capital expenditures and operating expenses and unanticipated project delays or changes in project costs; the nature and projected profitability of pending and potential projects and other investments; occurrences affecting National Fuel’s ability to obtain funds from operations or from the issuance of debt or equity to finance needed capital expenditures and other investments; ability to successfully finance property acquisitions; and ability to operate and integrate existing and any subsequently acquired business or properties. National Fuel disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contact information: National Fuel
       Media Contact: Julie Coppola Cox (716) 857-7079
       Analyst Contact: Margaret Suto (716) 857-6987

Contact information: Duke Energy
       Danny Gibbs (713) 627-4060
       24-hour access (704) 382-8333

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