35-CERT

       UNITED STATES OF AMERICA
               Before the
SECURITIES AND EXCHANGE COMMISSION
_________________________________________

     In the Matter of

NATIONAL FUEL GAS COMPANY	TWELFTH
NATIONAL FUEL GAS SUPPLY CORPORATION	CERTIFICATE
NATIONAL FUEL RESOURCES, INC.	PURSUANT TO
SENECA RESOURCES CORPORATION	RULE 24
UPSTATE ENERGY INC.

File No. 70-9525 (Public Utility Holding Company Act of 1935)
_________________________________________

        THIS IS TO CERTIFY, pursuant to Rule 24, that certain transactions proposed by National Fuel Gas Company (“National”), and its subsidiary, Seneca Resources Corporation (“Seneca”), in the Application-Declaration on Form U-1, as amended (“Application-Declaration”), in SEC File No. 70-9525, have been carried out in accordance with the terms and conditions of, and for the purposes as represented by, said Application-Declaration, and the Order of the Securities and Exchange Commission (HCAR No. 35-27114 dated December 16, 1999) with respect thereto, as amended.

I.    Name and Purpose of Foreign Energy Affiliates
      Formed Or In Which Interests Were Acquired:

       During the quarter ended March 31, 2003 (“Quarter”), no new “Foreign Energy Affiliates” were acquired. National’s Foreign Energy Affiliates are National Fuel Exploration Corp., a Canadian corporation (“Exploration”), and Player Resources Ltd., a Canadian corporation (“Player”). Exploration’s financial statements represent a consolidation of the financial statements of all the Foreign Energy Affiliates.

II.      Foreign Energy Affiliate Financial Statements:

          The following exhibits are attached to and made a part of this Certificate:

                   Exhibit A - Income Statement of Exploration for the quarter ended March 31, 2003

                   Exhibit B - Balance Sheet of Exploration as of March 31, 2003

III.      Description of Specific Activities:

           During the Quarter, Exploration and Player continued to operate their oil and gas exploration and production businesses in Canada.

IV.      Percentage of Revenues Attributable to the Sale of Energy Commodities in Canada:

            During the Quarter, Exploration’s Canadian oil sales represented approximately 56.88% of the total revenues generated by Seneca (on a consolidated basis, net of hedging) from the sale of oil.

           During the Quarter, Exploration’s Canadian natural gas sales represented approximately 18.79% of the total revenues generated by Seneca (on a consolidated basis, net of hedging) from the sale of natural gas.

           IN WITNESS WHEREOF, the undersigned companies have caused this Certificate to be executed as of this 14^th day of May, 2003.

NATIONAL FUEL GAS COMPANY

By:    /s/  P. C. Ackerman

        P. C. Ackerman

        Chairman, President & CEO

SENECA RESOURCES CORPORATION

By:    /s/  J. A. Beck

        J. A. Beck

        President

EX-99

EXHIBIT A

NATIONAL FUEL EXPLORATION CORP.

INCOME STATEMENT

PERIOD ENDING MARCH 31, 2003

(Unaudited)

Operating Revenue:
  Gas Sales                                                    -
  Other Operating Revenue                            $31,878,302
                                                  ---------------
Operating Revenue                                    $31,878,302
                                                  ---------------

Operating Expenses:
  Purchased Gas Sold                                           -
  Fuel For Generation                                          -
  Operation Expenses                                  $7,851,045
  Intercompany Operating Expense                               -
  Maintenance Expenses                                         -
  Property, Franchise & Other Taxes                   $1,935,906
  Depreciation, Depletion & Amortization              $7,379,258
  Impairment of O&G                                            -
  Federal Income Taxes                                  $181,555
  State Income Taxes                                           -
  Deferred Inc Tax-Net                                $2,033,623
  Invest Tax Cr Adjust                                         -
                                                  ---------------
Operating Expenses                                   $19,381,388
                                                  ---------------
Operating Income / (Loss)                            $12,496,915
                                                  ---------------

Other Income:
  Unremitted earnings of Subsidiaries                          -
  Dividends from Subsidiaries                                  -
  Intercompany Interest Income                                 -
  Income/(Loss) from Unconsol. Subs.                           -
  Miscellaneous Income                                         -
  Investment Tax Credit                                        -
  Other Interest Income                                        -
  AFUDC                                                        -
  Appliance & Jobbing                                          -
                                                  ---------------
  Other Income/ (Loss)                                         -

Income Before Interest Charges                       $12,496,915
                                                  ---------------

Interest Charges:
  Interest Charges on L/T Debt                                 -
  Intercompany Interest Expense                       $3,831,979
  Other Interest Expenses                                $98,985
  ABFUDC                                                       -
                                                  ---------------
  Interest Charges                                    $3,930,964
                                                  ---------------

Minority Interest in Foreign Subs                              -
                                                  ---------------

Income Before Cumulative Effect                       $8,565,951
                                                  ---------------


Cumulative Effect of Change in Accounting                      -

Net Income / (Loss)                                   $8,565,951
                                                  ===============

See Notes to Consolidated Financial Statements included in Item 8 of National Fuel Gas Company’s Form 10-K for the fiscal year ended September 30, 2002 and in Item 1 of Part I of National Fuel Gas Company’s Form 10-Q for the quarters ended December 31, 2002 and March 31, 2003.

EX-99

EXHIBIT B

NATIONAL FUEL EXPLORATION CORP.

BALANCE SHEET

AT MARCH 31, 2003

(Unaudited)

Assets
Property Plant & Equipment
   Gas Utilities                                                                        -
   Non-Utilities                                                             $561,360,716
Total Accumulated D, D & A                                                  ($271,282,200)
                                                                   -----------------------
Net Property, Plant & Equipment                                              $290,078,516
                                                                   -----------------------

Current Assets:
Cash                                                                           $1,680,771
Temporary Cash Investments                                                        $56,952
Notes Receivables - Intercompany                                                        -
Accts Receivable - Intercompany                                                      $140
Notes Receivable                                                                        -
Accts Receivable - Customer                                                             -
Reserve for Doubtful Acct                                                               -
Other Accounts Receivable                                                     $13,008,822
Unbilled Utility Revenue                                                                -
Gas Stored Underground                                                                  -
Impairment of O&G                                                                       -
Materials/Supplies - Average Cost                                              $2,329,916
Dividends Receivable - Intercompany                                                     -
Unrecovered Purch Gas Cost                                                              -
Prepayments                                                                      $416,766
                                                                   -----------------------
Current Assets                                                                $17,493,367
                                                                   -----------------------

Other Assets:
Stock of Subsidiaries - Intercompany                                                    -
Notes of Subsidiaries - Intercompany                                                    -
Investments in Associated Companies                                                     -
Recoverable Future Taxes                                                                -
Unamortized Debt Expense                                                                -
Other Regulatory Assets                                                                 -
Liab. for Deriv. Fin. Instr. - Asset                                                    -
Deferred Charges                                                                 $158,631
Other Investments                                                                       -
Investment in Unconsolidated Subsid.                                                    -
Goodwill                                                                                -
Long Term Notes Receivable                                                              -
Other Assets                                                                            -
                                                                   -----------------------
Other Assets                                                                     $158,631
                                                                   -----------------------
Total Assets                                                                 $307,730,514
                                                                   -----------------------

Capitalization & Liabilities

Capitalization:
Common Stock $1 Par Value                                                                -
Capital Stock of Subsidiaries                                                            -
Paid in Capital                                                               $111,075,663
Earnings Reinvested in Business                                               ($85,707,115)
Cumulative Translation Adjustment                                              ($2,981,424)
Unrealized Gain/Loss                                                                     -
                                                                    -----------------------
Total Common Stock Equity                                                      $22,387,124
                                                                    -----------------------

Long-Term Debt Net of Current Portion                                                    -
Notes Payable - Intercompany - Long Term                                      $210,905,193
                                                                    -----------------------
Total Capitalization                                                          $233,292,317
                                                                    -----------------------
Minority Interest in Foreign Subs                                                        -

Liabilities:
Notes Payable - Intercompany                                                             -
Notes Payable - Bank & Commercial Paper                                                 $1
Current Portion - Long Term Debt                                                         -
ACCT_PAY Accounts Payable - Other                                              $16,555,000
Amounts Payable to Customers                                                             -
Estimated Revenue Refunds                                                                -
Customer Deposits                                                                        -
Federal Income Tax                                                                $429,805
Other Taxes                                                                              -
Dividends Payable                                                                        -
Other Accruals                                                                           -
Accr Pension Contribution                                                                -
Reserves for Gas Replacement                                                             -
Accounts Payable - Intercompany                                                $43,886,917
Dividends Payable -  Intercompany                                                        -
                                                                    -----------------------
Total Current Liabilities                                                      $60,871,722
                                                                    -----------------------

Deferred Credits:
Accumulated Deferred Income Tax                                                 $2,033,623
Taxes Refundable to Customer                                                             -
Unamortized Investment Tax Credit                                                        -
Liab. for Deriv. Financial Instruments                                                   -
Other Regulatory Liabilities                                                             -
Asset Retirement Obligation                                                    $11,532,852
Other Deferred Credit                                                                    -
                                                                    -----------------------
Total Deferred Credits                                                         $13,566,475
                                                                    -----------------------
Total Capitalization & Liabilities                                            $307,730,514
                                                                    =======================

See Notes to Consolidated Financial Statements included in Item 8 of National Fuel Gas Company’s Form 10-K for the fiscal year ended September 30, 2002 and in Item 1 of Part I of National Fuel Gas Company’s Form 10-Q for the quarters ended December 31, 2002 and March 31, 2003.