-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U50YQpXz0x92F/iGRYn4DCmvg1ULNm/6FwW19ScKjrl1MU1Usthy9sipTQTToMQn lD5ztEuAJOTTeQdbQ88dbA== 0000070145-04-000013.txt : 20040128 0000070145-04-000013.hdr.sgml : 20040128 20040128172234 ACCESSION NUMBER: 0000070145-04-000013 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 50 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20040128 EFFECTIVENESS DATE: 20040128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 030-00358 FILM NUMBER: 04550023 BUSINESS ADDRESS: STREET 1: 6363 MAIN STREET CITY: WILLIAMSVILLE STATE: NY ZIP: 14221-5887 BUSINESS PHONE: 716-857-7000 MAIL ADDRESS: STREET 1: 6363 MAIN STREET STREET 2: 6363 MAIN STREET CITY: WILLIAMSVILLE STATE: NY ZIP: 14221-5887 U5S 1 u5s2003.htm U5S 2003 form u5s dated september 30, 2003

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM U5S

ANNUAL REPORT

For the Fiscal Year Ended September 30, 2003

Filed Pursuant to the

Public Utility Holding Company Act of 1935

by

National Fuel Gas Company

6363 Main Street, Williamsville, N.Y. 14221

NATIONAL FUEL GAS COMPANY

FORM U5S - ANNUAL REPORT
For the Fiscal Year Ended September 30, 2003


TABLE OF CONTENTS 

                                                                          Page

ITEM  1.  SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF
          SEPTEMBER 30, 2003                                                3

ITEM  2.  ACQUISITIONS OR SALES OF UTILITY ASSETS                           9

ITEM  3.  ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF
          SYSTEM SECURITIES                                                 9

ITEM  4.  ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM
          SECURITIES                                                       10

ITEM  5.  INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES                 11

ITEM  6.  OFFICERS AND DIRECTORS
          Part   I.  Names, principal business address and
                     positions held as of September 30, 2003               12
          Part  II.  Financial connections as of September 30, 2003        17
          Part III.  Compensation and other related information            17

ITEM  7.  CONTRIBUTIONS AND PUBLIC RELATIONS                               23

ITEM  8.  SERVICE, SALES AND CONSTRUCTION CONTRACTS
          Part   I.  Intercompany sales and services
                     (1)  Salaries of officers of the Registrant           24
                     (2)  Services rendered by Statutory Subsidiaries      25
                     (3)  Services rendered by Registrant                  33
          Part  II.  Contracts to purchase services or goods
                     between any System company and any affiliate          34
          Part III.  Employment of any person by any System
                     company for the performance on a continuing
                     basis of management services                          34

ITEM  9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES               34

ITEM 10.  FINANCIAL STATEMENTS AND EXHIBITS
          Financial Statements (Index)                                     37
          Exhibits                                                         99

SIGNATURE                                                                 114
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2003 
                           Number of Common  Percent of    Issuer    Owner's
Name of Company              Shares Owned   Voting Power Book Value Book Value
- ---------------            ---------------- ------------ ---------- ----------

Registrant:                                      (Thousands of Dollars)
National Fuel Gas Company
(Parent, Company or Registrant)          -            -           -          -

Statutory Subsidiaries:
 National Fuel Gas Distribution
  Corporation (Distribution
  Corporation) (Note 1)              2,000         100%    $548,312   $548,312
    Unsecured Debt (Note 9)              -            -    $411,310   $411,310

 National Fuel Gas Supply
  Corporation (Supply
  Corporation) (Note 2)          1,013,802         100%    $321,087   $321,087
    Unsecured Debt (Note 9)              -            -    $114,770   $114,770

 Seneca Resources Corporation
  (Seneca Resources) (Note 3)      100,000         100%    $ 76,037   $ 76,037
    Unsecured Debt (Note 9)              -            -    $721,250   $721,250
  3062782 Nova Scotia Co.
    (NSULC1) (Note 3)          165,350,317         100%    $(67,117)  $(67,117)
    Unsecured Debt (Note 9)              -            -    $144,908   $144,908
   Seneca Energy Canada Inc.
    (Note 3)                    10,597,289         100%    $ 94,717   $ 94,717
  Seneca Player Corp.
    (Note 3)                             1         100%    $  3,084   $  3,084
   3062783 Nova Scotia Co.
     (NSULC2) (Note 3)           2,124,467         100%    $   (343)  $   (343)
    Unsecured Debt (Note  9)             -            -    $  1,889   $  1,889
  Empire Exploration Company,
    Empire 1983 Drilling
    Program, Empire 1983
    Joint Venture (Note 10)            N/A         N/A     $    970   $    970

 Highland Forest Resources, Inc.
  (Highland) (Note 4)                  351         100%    $115,164   $115,164
  Unsecured Debt (Note 9)                -            -    $ 78,800   $ 78,800
  Empire State Pipeline Company,
   LLC (Empire LLC) (Note 4)           N/A         100%    $141,908   $141,908
     Empire State Pipeline
      (Empire) (Note 4)                N/A          50%    $ 42,286   $ 42,286
  St. Clair Pipeline Company,
   LLC (St. Clair LLC) (Note 4)        N/A         100%    $ 42,896   $ 42,896
     Empire State Pipeline
      (Empire) (Note 4)                N/A          50%    $ 42,285   $ 42,285
       Secured Debt                      -            -    $ 50,767   $ 50,767

 Data-Track Account Services,
  Inc. (Data-Track) (Note 5)         1,000         100%    $    756   $    756

 Leidy Hub, Inc. (Leidy Hub)
  (Note 6)                           4,000         100%    $    741   $    741

 National Fuel Resources, Inc.
 (NFR) (Note 7)                     10,000         100%    $ 44,507   $ 44,507

 Horizon Energy Development, Inc.
  (Horizon) (Notes 8 and 11)         4,750         100%    $ 36,863   $ 36,863
    Unsecured Debt (Note 9)              -            -    $119,470   $119,470
  Horizon Energy Holdings, Inc.
   (HEHI) (Note 11)                  2,000         100%    $158,723   $158,723
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2003 (Continued) 
                           Number of Common  Percent of    Issuer    Owner's
Name of Company              Shares Owned   Voting Power Book Value Book Value
- ---------------            ---------------- ------------ ---------- ----------

Registrant:                                       (Thousands of Dollars)

     Horizon Energy Development
      B.V. (HED B.V.) (Note 11)        400         100%    $158,723   $158,723
       Unsecured Debt (Note 9)           -            -    $      -   $      -
      Horizon Energy Bulgaria Ltd.
       (HEB Ltd.) (Note 11)            N/A         100%    (Note 11)  (Note 11)
       Sofia Energy EAD
        (SE AD) (Note 11)              N/A         100%    (Note 11)  (Note 11)

         United Energy, a.s. .
       (UE) (Note 11)            8,475,419       85.16%    $156,979   $156,979
        Unsecured Debt (Note 9)          -            -    $ 17,241   $ 17,241
       Teplarna Liberec, a.s.
        (TL) (Note 11)                  70          70%    $ 11,541   $ 11,541
       Lounske tepelne
        Hospodarstvi, s.r.o
        (LTH) (Note 11)                N/A         100%    $      -   $      -
       Teplo Branany, s.r.o.
        (TB) (Note 11)                 N/A          49%    $      -   $      -
       ENOP Company, s.r.o.
         (ENOP)(Note 11)               N/A         100%    $    513   $    513
      Horizon Energy Development,
       s.r.o. (HED) (Note 11)          N/A         100%    $  1,243   $  1,243
      Montenero Energia s.r.l.
       (ME) (Note 11)                  N/A          50%    (Note 11)  (Note 11)

 Upstate Energy Inc. (Upstate)
  (Note 12)                          1,000         100%    $  2,345   $  2,345
    Unsecured Debt (Note 9)              -            -    $ 48,300   $ 48,300
   Toro Partners, LLC
    (Toro LLC) (Note 12)               N/A         100%    $  2,090   $  2,090
    Unsecured Debt (Note 9)              -            -    $ 48,000   $ 48,000
   Toro Partners, LP
    (Toro LP) (Note 12)                N/A         100%    $ 50,275   $ 50,275
   Toro Energy of Michigan, LLC        N/A         100%    $  4,672   $  4,672
   Toro Energy of Ohio-Statewide, LLC  N/A         100%    $    397   $    397
   Toro Energy of Ohio, LLC            N/A         100%    $  7,170   $  7,170
   Toro Energy of Kentucky, LLC        N/A         100%    $  4,163   $  4,163
   Toro Energy of Missouri, LLC        N/A         100%    $  6,559   $  6,559
   Toro Energy of Maryland, LLC        N/A         100%    $  4,519   $  4,519
   Toro Energy of Indiana, LLC         N/A         100%    $  5,769   $  5,769
   Toro Energy of Ohio-American, LLC   N/A         100%    $ 15,476   $ 15,476

 Seneca Independence Pipeline
  Company (SIP) (Note 13)            1,000         100%    $ (9,777)  $ (9,777)
   Unsecured Debt (Note 9)               -            -    $ 14,400   $ 14,400

 Niagara Independence Marketing
  Company (NIM) (Note 14)            1,000         100%    $      1   $      1

 Horizon Power, Inc. (Power)
   (Note 15)                         1,000         100%    $  4,892   $  4,892
   Unsecured Debt (Note 9)               -            -    $ 18,800   $ 18,800
   Seneca Energy II, LLC
     (Seneca Energy)                   N/A          50%    (Note 15)  (Note 15)
   Model City Energy, LLC
     (Model City)                      N/A          50%    (Note 15)  (Note 15)
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2003 (Continued) 
                           Number of Common  Percent of    Issuer    Owner's
Name of Company              Shares Owned   Voting Power Book Value Book Value
- ---------------            ---------------- ------------ ---------- ----------

Registrant:                                       (Thousands of Dollars)

   Energy Systems North East, LLC
     (ESNE)                            N/A          50%    (Note 15)  (Note 15)
Notes:
  1. Distribution Corporation is a public utility that sells natural gas and provides gas transportation service in western New York and northwestern Pennsylvania.

  2. Supply Corporation is engaged in the transportation and storage of natural gas for affiliated and nonaffiliated companies.

  3. Seneca Resources is engaged in the exploration for, and the development and purchase of, natural gas and oil reserves in California, in the Appalachian region of the United States, and in the Gulf Coast region of Texas and Louisiana. Also, exploration and production operations are conducted in the provinces of Alberta, Saskatchewan and British Columbia in Canada by Seneca's wholly-owned subsidiary, Seneca Energy Canada, Inc. (SECI), an Alberta, Canada corporation, formerly Player Resources Ltd. (Player). Seneca Resources owns 100% of the common stock of 3062782 Nova Scotia Co. (NSULC1), a Nova Scotia unlimited liability company, which in turn owns 100% of the common stock of SECI. Other sub-entities owned directly or indirectly by Seneca Resources include 3062783 Nova Scotia Co. (NSULC2) and 3062784 Nova Scotia Company (which is inactive), each a Nova Scotia unlimited liability company, and Seneca Player Corp. (SPC), a U.S. corporation. Seneca Resources also owns interests in two gas processing plants, one at Roystone, Pennsylvania and the other at Kane, Pennsylvania. SECI owns Briar Resource Projects Ltd., an Alberta, Canada corporation that is general partner of, and owns a 55.5% interest in, Briar Oil & Gas Limited Partnership (Briar LP), an Alberta, Canada limited partnership engaged in exploration and production activities. SECI also owns Carbonex Oil & Gas Ltd., an Alberta, Canada corporation that is general partner of, and owns a 41.1% interest in, Carbon Resources Limited Partnership (Carbon LP), also an Alberta, Canada limited partnership engaged in exploration and production activities. The limited partners of Briar LP and Carbon LP are not subsidiaries of the Registrant. SECI also owns three inactive Alberta, Canada corporations that it intends to dissolve, Harvest Resources Ltd., Laclu Resources, Ltd., and Elm Park Ltd.

    In September 2003, Seneca Resources sold its Southeast Saskatchewan properties. This transaction consisted of the sale of Seneca New Brunswick L.P. (SNBLP), a Canadian limited partnership, which at the date of sale, owned 100% of the common stock of National Fuel Exploration Corp. (NFE), an Alberta, Canada Corporation.

  4. Highland operates several sawmills and kilns in northwestern Pennsylvania and processes timber from north-central Pennsylvania, primarily high quality hardwoods. In February 2003, the Registrant acquired Empire State Pipeline (Empire). The acquisition, which was made through Highland, consisted of acquiring 100% of Empire State Pipeline, LLC (Empire LLC) and 100% of St. Clair Pipeline LLC (St. Clair LLC). Each of these companies has 50% ownership of Empire, which is a joint venture. Empire owns a 157-mile pipeline that extends generally from the United States/Canadian border at the Niagara River near Buffalo, New York to near Syracuse, New York. The Registrant owns 100% of the voting stock of Highland, and has a 35% ownership interest in Highland. Seneca Resources has a 65% non-voting ownership interest in Highland. The book value of Seneca Resources investment in Highland is $19,158,000.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2003 (Continued)

  1. Data-Track provides collection services (principally issuing collection notices) primarily for the subsidiaries of the Company.

  2. Leidy Hub is a New York corporation formed to provide various natural gas hub services to customers in the eastern United States.

  3. NFR markets natural gas to industrial, commercial, public authority and residential end-users in western and central New York and northwestern Pennsylvania, offering competitively priced energy and energy management services for its customers.

  4. Horizon was formed to engage in foreign and domestic energy projects through investment in various business entities (see Notes 11-12).

  5. Unsecured debt is presented on pages 7-8.

  6. In December 1983, Empire Exploration, Inc. (which was subsequently merged into Seneca Resources) established a drilling fund through a series of limited partnerships in which it acts as general partner (See File No. 70-6909). Empire Exploration, Inc.'s aggregate investment in all three limited partnerships amounted to $970,150.

  7. Horizon owns 100% of the capital stock of HEHI, a New York corporation which owns 100% of HED B.V. HED B.V. in turn owns 100% of the ownership interests of HED (a Czech limited liability company). HED B.V. owns 85.16% of United Energy, a.s. (UE). UE owns 100% of the ownership interests of ENOP and LTH, 70% of the ownership interest of TL and 49% of the ownership interest of TB. All UE subsidiaries are Czech corporations or limited liability companies. HED B.V. and its subsidiaries are primarily engaged in district heating and power generation operations in the Czech Republic. In August 2002, HED B.V. formed Horizon Energy Bulgaria Ltd., a Bulgarian limited liability company, which in turn formed Sofia Energy, EAD, a Bulgarian joint stock company, in July 2003. Sofia Energy EAD is pursuing a power generation project in and around the city of Sofia, Bulgaria. In November 2002, HED B.V. formed Montenero Energia s.r.l., an Italian limited liability company, which is pursuing a power generation project in Italy near the town of Montenero di Bisaccia.

  8. Upstate is a New York corporation engaged, through subsidiaries, in the purchase, sale and transportation of landfill gas in Ohio, Michigan, Kentucky, Missouri, Maryland and Indiana. On June 3, 2003, Upstate and Toro Partners, LLC (Toro LLC), a wholly-owned subsidiary of Upstate, acquired all of the partnership interests in Toro Partners, LP (Toro LP), a limited partnership which owns and operates eight short-distance landfill gas pipeline companies. Upstate is the general partner of Toro LP and owns a 1% general partnership interest in Toro LP; Toro LLC is the limited partner and owns a 99% limited partnership interest in Toro LP.

  9. SIP, a Delaware corporation, held a one-third general partnership interest in Independence Pipeline Company (Independence), a Delaware general partnership that had proposed to construct and operate the Independence Pipeline, a 400-mile interstate pipeline system which would transport natural gas from Defiance, Ohio to Leidy, Pennsylvania. Independence was dissolved on September 30, 2002. In June 2002, Independence submitted a motion to the Federal Energy Regulatory Commission (FERC) requesting that FERC vacate the certificate that it had issued to Independence to construct, own and operate the Independence Pipeline. FERC formally vacated the certificate in July 2002.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2003 (Continued)

  1. NIM, a Delaware corporation, owns a one-third general partnership interest in DirectLink Gas Marketing Company, which partnership was formed to engage in natural gas marketing and related businesses, in part by subscribing for firm transportation capacity on the proposed Independence Pipeline. DirectLink Gas Marketing Company was dissolved October 31, 2003.

  2. Power is a New York corporation designated as an "exempt wholesale generator" under the Public Utility Holding Company Act of 1935 and is developing or operating, through its subsidiaries, mid-range independent power production facilities.

  Power owns a 50% limited liability company interest in each of Seneca Energy II, LLC, a New York limited liability company formed in February 2000 (Seneca Energy), Model City Energy, LLC, a New York limited liability company formed in February 2000 (Model City), and Energy Systems North East, LLC, a Delaware limited liability company formed in September 2000 (ESNE). "Issuer Book Value" and "Owner's Book Value" for Seneca Energy, Model City and ESNE are filed pursuant to Rule 104(b).

Note (9) Unsecured Debt 

                                           Principal    Issuer      Owner's
Name of Company                                  Amount       Book        Book
   (Issuer)      Security Owned by Registrant     Owed        Value       Value
- ---------------  ----------------------------  ----------   ----------  ---------
                                                    (Thousands of Dollars)
                                                    ----------------------
Distribution
 Corporation     Intercompany Notes:
                   7.99% Due February 1, 2004    $100,000     $100,000    $100,000
                   5.35% Due March 1, 2013         90,000       90,000      90,000
                   6.79% Due September 15, 2022    29,310       29,310      29,310
                   7.46% Due March 30, 2023        49,000       49,000      49,000
                   7.50% Due June 13, 2025         50,000       50,000      50,000
                   1.22% System Money Pool(1)      93,000       93,000      93,000
                                                  -------      -------     -------
                                                  411,310      411,310     411,310
                                                  -------      -------     -------

Supply
 Corporation     Intercompany Notes:
                   7.99% Due February 1, 2004      25,000       25,000      25,000
                   6.95% Due August 1, 2004        50,000       50,000      50,000
                   5.35% Due March 1, 2013         30,000       30,000      30,000
                   6.79% Due September 15, 2022     9,770        9,770       9,770
                                                  -------      -------     -------
                                                  114,770      114,770     114,770
                                                  -------      -------     -------
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2003 (Concluded)

Seneca
 Resources       Intercompany Notes:
                   6.95% Due August 1, 2004        50,000       50,000      50,000
                   6.39% Due May 27, 2008         120,000      120,000     120,000
                   6.18% Due March 1, 2009        100,000      100,000     100,000
                   7.70% Due October 22, 2010     200,000      200,000     200,000
                   6.82% Due November 21, 2011    120,000      120,000     120,000
                   5.35% Due March 1, 2013        100,000      100,000     100,000
                   6.79% Due September 15, 2022    48,550       48,550      48,550
                   1.22% System Money Pool (1)    (17,300)     (17,300)    (17,300)
                                                  -------      -------     -------
                                                  721,250      721,250     721,250
                                                  -------      -------     -------


NSULC1             7.00% Revolving Demand Loan    144,908      144,908     144,908
NSULC2             7.00% Revolving Demand Loan      1,889        1,889       1,889
                                                  -------      -------     -------
                                                  146,797      146,797     146,797
                                                  -------      -------     -------


Highland           6.82% Due November 21, 2011     30,000       30,000      30,000
                   5.35% Due March 1, 2013         30,000       30,000      30,000
                   1.22% System Money Pool(1)      18,800       18,800      18,800
                                                   ------       ------      ------
                                                   78,800       78,800      78,800
                                                   ------       ------      ------

Horizon          Intercompany Notes:
                   6.39% Due May 27, 2008          80,000       80,000      80,000
                   6.79% Due September 15, 2022     9,770        9,770       9,770
                   1.23% Line of credit(2)         29,700       29,700      29,700
                                                  -------      -------     -------
                                                  119,470      119,470     119,470
                                                  -------      -------     -------

UE                 2.855%(3) Payable Quarterly
                    Through December 2004           3,536        3,536       3,536
                   6.35% Payable Quarterly
                    Through September 2006         13,705       13,705      13,705
                                                   ------       ------      ------
                                                   17,241       17,241      17,241
                                                   ------       ------      ------

Upstate            1.22% System Money Pool(1)      48,300       48,300      48,300
                                                   ------       ------      ------


Toro Partners, LLC 1.22% Line of Credit            48,000       48,000      48,000
                                                   ------       ------      ------


SIP                1.22% System Money Pool(1)      14,400       14,400      14,400
                                                   ------       ------      ------

Horizon
 Power Inc.        1.23% Line of Credit(2)         18,800       18,800      18,800
                                                   ------       ------      ------

                                               $1,739,138   $1,739,138  $1,739,138
                                               ==========   ==========  ==========
  1. Interest rate represents weighted average of all short-term securities outstanding at September 30, 2003, pursuant to System money pool arrangement, S.E.C. File No. 70-10074, (Release No. 35-27600).

  2. Interest rate represents the rate paid by respective subsidiaries on line of credit amounts outstanding at September 30, 2003.

  3. Interest rate is six month PRIBOR (Prague Interbank Offered Rate) plus 0.475%.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

      None during fiscal year ended September 30, 2003.

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES

  1. Name of Issuer: Horizon Energy Development, Inc.
    Description of Security: Line of Credit Agreement with maximum draw of $40,000,000

    Effective Average Interest Rate: 1.56%
    Name of Person to Whom Issued: National Fuel Gas Company
    End of Year Balance: $29,700,000
    Highest Balance During Year: $29,700,000
    Exemption: Rule 52

  2. Name of Issuer: National Fuel Exploration Corp.
    Description of Security: Demand Note

    Effective Average Interest Rate: 1.30%
    Name of Person to Whom Issued: National Fuel Gas Company
    End of Year Balance: $0
    Highest Balance During Year: $247,700,000
    Exemption: Rule 52

  3. Name of Issuer: Horizon Energy Development B.V.
    Description of Security: Line of Credit Agreement with maximum draw of $200,000

    Effective Average Interest Rate: 1.77%
    Name of Person to Whom Issued: Horizon Energy Development, Inc.
    End of Year Balance: $0
    Highest Balance During Year: $175,057
    Exemption: Rule 52

  4. Name of Issuer: Horizon Power, Inc.
    Description of Security: Line of Credit Agreement with maximum draw of $35,000,000

    Effective Average Interest Rate: 1.57%
    Name of Person to Whom Issued: National Fuel Gas Company
    End of Year Balance: $18,800,000
    Highest Balance During Year: $18,800,000
    Exemption: Rule 52

  5. Name of Issuer: Toro Partners LLC
    Description of Security: Line of Credit Agreement with maximum draw of $55,000,000

    Effective Average Interest Rate: 1.27%
    Name of Person to Whom Issued: Upstate Energy Inc.
    End of Year Balance: $48,000,000
    Highest Balance During Year: $48,000,000
    Exemption: Rule 52

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
               FISCAL YEAR ENDED SEPTEMBER 30, 2003 
                                       Name of
                                       Company
                                      Acquiring,
                                      Redeeming         Number of Shares or
                                     or Retiring          Principal Amount                       Commission
                                                    ----------------------------
Name of Issuer and Title of Issue     Securities    Acquired  Redeemed   Retired Consideration  Authorization
- ---------------------------------    -----------    --------  --------   ------- -------------  -------------
                                                              (Thousands of Dollars)
                                                    ------------------------------------
Registered Holding Company:

    Registrant:

     7.30% Note maturing
      February 18, 2003                  Registrant                         150,000   150,000   Rule 42

     5.25% Note maturing
      March 1, 2013                      Registrant   250,000                                   File No. 70-10074

     6.50% Note maturing
      September 15, 2022                 Registrant                 300                 300     Rule 42

     8.48% Note maturing
      July 15, 2024                      Registrant              50,000              52,545     Rule 42

     6.214% Note maturing
      August 15, 2027                    Registrant               2,300               2,250     Rule 42


Subsidiaries of Registered Holding Company:

    Seneca Resources*:
     7.48% Note maturing                 Seneca
      February 18, 2003                  Resources                        100,000   100,000     Rule 42

     5.35% Note maturing                 Seneca
      March 1, 2013                      Resources    100,000                       100,000     File No. 70-10074

     6.79% Note maturing                 Seneca
      September 15, 2022                 Resources                  300                 300     Rule 42

     6.26% Note maturing                 Seneca
      August 15, 2027                    Resources                1,150               1,125     Rule 42


    Highland:
     5.35% Note maturing
      March 1, 2013                      Highland      30,000                        30,000     File No. 70-10074


    Distribution Corporation:
     7.48% Note maturing                 Distribution
      February 18, 2003                  Corporation                        50,000   50,000     Rule 42

     5.35% Note maturing                 Distribution
      March 1, 2013                      Corporation    90,000                       90,000     File No. 70-10074

     8.55% Note maturing                 Distribution
      July 15, 2024                      Corporation             20,000              21,018     Rule 42

     6.26% Note maturing                 Distribution
      August 15, 2027                    Corporation                690                 675     Rule 42


    Supply Corporation:
     5.35% Note maturing                 Supply
      March 1, 2013                      Corporation   30,000                        30,000     File No. 70-10074

     8.55% Note maturing                 Supply
      July 15, 2024                      Corporation             30,000              31,527     Rule 42

     6.26% Note maturing                 Supply
      August 15, 2027                    Corporation                230                 225     Rule 42

* As reported in the Registrant’s Rule 24 certificate in File No. 70-10074 for the quarter ended September 30, 2003, the Registrant reorganized its Canadian exploration and production subsidiaries in connection with the sale of its Southeast Saskatchewan properties. After the reorganization, Seneca Resources owns 100% of the common stock of NSULC1, which in turn owns 100% of the common stock of SECI, Seneca Resources’ Canadian operating company. See Item I, Note 3 for further discussion of Seneca Resources’ Canadian subsidiaries.

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
               FISCAL YEAR ENDED SEPTEMBER 30, 2003 (Concluded) 
                                       Name of
                                       Company
                                      Acquiring,
                                      Redeeming         Number of Shares or
                                     or Retiring          Principal Amount                       Commission
                                                    ----------------------------
Name of Issuer and Title of Issue     Securities    Acquired  Redeemed   Retired Consideration  Authorization
- ---------------------------------    -----------    --------  --------   ------- -------------  -------------
                                                              (Thousands of Dollars)
                                                    ------------------------------------
Registered Holding Company:

     Horizon:
     6.26% Note maturing
      August 15, 2027                    Horizon                    230                 225     Rule 42
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

                             Number of                              Aggregate
1. Name of Owner             Persons      Business of Persons      Investment
   -------------            ---------     -------------------      ----------

None.
ITEM 6. OFFICERS AND DIRECTORS

Part I. Names, principal business address and positions held as of September 30, 2003 
                                        Names of System Companies with Which Connected
               ----------------------------------------------


                                                             National       National               Highland
                                                             Fuel Gas       Fuel Gas     Seneca     Forest
                                                           Distribution      Supply     Resources  Resources
                                           Registrant          Corp.          Corp.       Corp.*     Inc.**
                                   -----------------------------------------------------------------------
P. C. Ackerman   Williamsville, NY (1) |COB,CEO,D,P,  s |      COB, D, s |  COB, D, s | COB, D, s |COB, D, s |
B. J. Kennedy    Williamsville, NY (1) |          D, df |              - |          - |         - |        - |
B. S. Lee            Sun Lakes, AZ (2) |          D, df |              - |          - |         - |        - |
G. L. Mazanec          Houston, TX (3) |          D, df |              - |          - |         - |        - |
J. F. Riordan      Des Plaines, IL (17)|          D, df |              - |          - |         - |        - |
R. T. Brady        East Aurora, NY (4) |          D, df |              - |          - |         - |        - |
J. V. Glynn      Niagara Falls, NY (9) |          D, df |              - |          - |         - |        - |
R E. Kidder          Jamestown, NY (24)|          D, df |              - |          - |         - |        - |
R D. Cash       Salt Lake City, UT (27)|          D, df |              - |          - |         - |        - |
J. R. Peterson   Williamsville, NY (1) |          AS, s |              - |      GC, s |         - |        - |
J. A. Beck             Houston, TX (5) |              - |              - |          - |   D, P, s |     P, D |
D. P. Butler           Houston, TX (5) |              - |              - |          - |      S, s |        S |
T. L. Atkins           Houston, TX (5) |              - |              - |          - |  T, AS, s |        T |
J. F. McKnight         Houston, TX (5) |              - |              - |          - |     VP, s |        - |
B. L. McMahon      Santa Paula, CA (6) |              - |              - |          - |    SVP, s |        - |
A. M. Cellino    Williamsville, NY (1) |           S, s |      SVP, S, s |       D, s |         - |        - |
P. M. Ciprich    Williamsville, NY (1) |              s |      AS, GC, s |          - |         - |        - |
W. E. DeForest   Williamsville, NY (1) |              - |      SVP, D, s |          - |         - |        - |
B. H. Hale       Williamsville, NY (1) |              - |              - |          - |         - |        - |
J. P. Pawlowski  Williamsville, NY (1) |      CFO, T, s |   D, SVP, T, s |    T, S, s |         s |        s |
J. R. Pustulka   Williamsville, NY (1) |              - |              s |  D, SVP, s |         - |        - |
J. D. Ramsdell   Williamsville, NY (1) |              - |      D, SVP, s |          s |         s |        - |
D. J. Seeley     Williamsville, NY (1) |              - |         SVP, s |    P, D, s |         - |        - |
D. F. Smith      Williamsville, NY (1) |              - |        P, D, s |     SVP, s |         D |        - |
R. J. Tanski     Williamsville, NY (1) |           C, s |   D, SVP, C, s |          s |         s |        s |
C. M. Carlotti            Erie, PA (16)|              - |          VP, s |          s |         - |        - |
D. L. DeCarolis  Williamsville, NY (12)|              - |              - |          - |         - |        - |
R. E. Klein      Williamsville, NY (1) |              - |          AC, s |          s |         s |        s |
S. Wagner        Williamsville, NY (1) |              s |          AT, s |          s |         s |        s |
B. Heine         Williamsville, NY (1) |              - |         AVP, s |          - |         - |        - |
J. Lesch               Buffalo, NY (18)|              - |         AVP, s |          s |         - |        - |
D. Wassum        Williamsville, NY (1) |              - |              - |          - |         - |        - |
- --------------------------------------------------------------------------------------------------------------


                                      Position Symbol Key
              --------------------------------------------------------------------
              COB - Chairman of the Board of Directors  df - Director's Fees
              CEO - Chief Executive Officer              S - Secretary
              CFO - Chief Financial Officer             AS - Assistant Secretary
                P - President                            C - Controller
              EVP - Executive Vice President            AC - Assistant Controller
              SVP - Senior Vice President                D - Director
               VP - Vice President                       s - Salary
              AVP - Assistant Vice President             T - Treasurer
               GC - General Counsel                     AT - Assistant Treasurer
See page 16 for Notes. 
  Data-
  Track       National      Horizon                             Niagara      Seneca
  Account       Fuel        Energy                  Upstate      Indep.      Indep.    Horizon
 Services,   Resources,   Development,  Leidy Hub,   Energy    Marketing    Pipeline    Power
   Inc.         Inc.        Inc.***        Inc.     Inc.****      Co.          Co.   Inc.*****
- -----------------------------------------------------------------------------------------------
COB, P, D, s|         s  |     P, D, s |    COB, D |        - |   COB, D |    COB, D |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        D |     D, P |         - |      - |
       S, T |          - |           - |         - |        S |        S |         - |   S, T |
          - |          - |           - |         - |        T |        T |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |   D, P, s |        - |        - |   P, S, T |      - |
          - |          - |       VP, s |         - |        P |        - |         - | D, P, s|
          - |          s |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          s |          s |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          D |          - |           - |         - |        - |        - |         - |      D |
          - |          s |     T, S, s |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |D, S, VP, s |           - |         - |        - |        - |         - |      - |
          - |          s |           - |         - |        - |        - |         - |      - |
          - |          s |           s |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |           - |         - |        - |        - |         - |      - |
          - |          - |      AVP, s |         - |      AVP |        - |         - |    AVP |
- -----------------------------------------------------------------------------------------------

* Officers and directors of Seneca Resources' subsidiaries as of September 30, 2003 were as follows:

Seneca Energy Canada, Inc.
Board of Directors and Officers:
 P. C. Ackerman (Director)                                           Williamsville, NY (1)
 J. A. Beck (Director)                                               Houston, TX (5)
 D. H. Ibach (President and Director)                                Calgary, Alberta (19)
 J. B. McCashin (Director)                                           Calgary, Alberta (19)
 D. Conrad (Secretary)                                               Calgary, Alberta (19)
 S. Bridge (Controller)                                              Calgary, Alberta (19)
 D. P. Butler (Assistant Secretary)                                  Houston, TX (5)
 J. G. Campbell (Vice President)                                     Calgary, Alberta (19)
 C. S. Sawyer (Vice President)                                       Calgary, Alberta (19)

Seneca Player Corp.
Board of Directors and Officers:
 J. A. Beck (President and Director)                                 Houston, TX (5)
 D. P. Butler (Secretary)                                            Houston, TX (5)
 T. L. Atkins (Treasurer)                                            Houston, TX (5)
 J. F. McKnight (Director)                                           Houston, TX (5)

3062782 Nova Scotia Co.
Board of Directors and Officers:
 J. A. Beck (President and Director)                                 Houston, TX (5)
 T. L. Atkins (Secretary)                                            Houston, TX (5)

3062783 Nova Scotia Co.
Board of Directors and Officers:
 J. A. Beck (President and Director)                                 Houston, TX (5)
 T. L. Atkins (Secretary)                                            Houston, TX (5)

3062784 Nova Scotia Co.
Board of Directors and Officers:
 J. A. Beck (President and Director)                                 Houston, TX (5)
 T. L. Atkins (Secretary)                                            Houston, TX (5)

** Officers and directors of Highland's subsidiaries as of September 30, 2003 were as follows:

Empire State Pipeline
 D. J. Seeley (President)                                            Williamsville, NY (1)
 R. C. Kraemer (Vice President)                                      Williamsville, NY (1)
 J. P. Pawlowski (Treasurer)                                         Williamsville, NY (1)
 J. R. Peterson (Secretary)                                          Williamsville, NY (1)

Empire State Pipeline Company, LLC
 D. J. Seeley (Manager and President)                                Williamsville, NY (1)
 J. P. Pawlowski (Treasurer)                                         Williamsville, NY (1)
 J. R. Peterson (Secretary)                                          Williamsville, NY (1)

St.Clair Pipeline Company, LLC
 D. J. Seeley (Manager and President)                                Williamsville, NY (1)
 J. P. Pawlowski (Treasurer)                                         Williamsville, NY (1)
 J. R. Peterson (Secretary)                                          Williamsville, NY (1)

*** Officers and directors of Horizon’s subsidiaries as of September 30, 2003 were as follows: 

Horizon Energy Holdings, Inc.
Board of Directors and Officers:
 P. C. Ackerman (Director and President)                             Williamsville, NY (1)
 B. H. Hale (Vice President)                                         Williamsville, NY (1)
 G. T. Wehrlin (Vice President)                                      Williamsville, NY (1)
 R. J. Tanski (Secretary and Treasurer)                              Williamsville, NY (1)

Horizon Energy Development, B.V.
Managing Directors:
 B. H. Hale                                                          Williamsville, NY (1)
 G. T. Wehrlin                                                       Williamsville, NY (1)
 Intra Beheer B.V.                                                   Amsterdam, The Netherlands (8)

Horizon Energy Development, s.r.o.
Managing Director:
 B. H. Hale                                                          Williamsville, NY (1)
Statutory Agents:
 V. Miskovsky                                                        Prague, Czech Republic (7)
See Page 16 for Notes 
Teplarna Liberec, a.s.
Board of Directors:
 J. Drda                                                             Liberec, Czech Republic (21)
 Z. Kozesnik                                                         Liberec, Czech Republic (10)
 J. Krutsky                                                          Liberac, Czech Republic (20)
 J. Masinda                                                          Prague, Czech Republic (7)
 V. Miskovsky                                                        Prague, Czech Replublic (7)
 L. Zapletal                                                         Most, Czech Republic (14)

Lounske tepelne hospodarstvi, s.r.o.
Statutory Agents:
 J. Bores                                                            Teplice, Czech Republic (14)
 F. Jicha                                                            Louny, Czech Republic (26)

Teplo Branany, s.r.o.
Managing Directors:
 R. Jiruska                                                          Bilina, Czech Republic (14)
 K. Krecan                                                           Branany, Czech Republic (15)

United Energy, a.s.
Board of Directors:
 L. Zapletal                                                         Most, Czech Republic (14)
 B. H. Hale                                                          Williamsville, NY (1)
 G. T. Wehrlin                                                       Williamsville, NY (1)
 P. C. Ackerman                                                      Williamsville, NY (1)
 R. J. Tanski                                                        Williamsville, NY (1)
 J. Sulc                                                             Most, Czech Republic (22)
 E. Volkman                                                          Louny, Czech Republic (23)
 J. Masinda                                                          Prague, Czech Republic (7)
 D. A. Wassum                                                        Williamsville, NY (1)

ENOP Company, s.r.o.
Statutory Agents:
 R. Kocar                                                            Most, Czech Republic (14)
 P. Mares                                                            Most, Czech Republic (14)

Horizon Energy Bulgaria Ltd.
Manager:
 B. H. Hale                                                          Williamsville, NY (1)

Sofia Energy EAD
 D. A. Wassum (Director)                                             Williamsville, NY (1)
 B. H. Hale (Director)                                               Williamsville, NY (1)
 J. Masinda (Director)                                               Czech Republic (7)

Montenero Energia S.r.l.
 B. H. Hale (Director and Chairman)                                  Williamsville, NY (1)
 R. J. Tanski (Director)                                             Williamsville, NY (1)
 K. D. Cotter (Director)                                             Williamsville, NY (1)
 A. Messina (Director)                                               Rome, Italy (28)
 M. Passeggeri (Director)                                            Rome, Italy (29)
 S. Rotondo (Director)                                               Rome, Italy (30)

**** Officers and directors of Upstate's subsidiaries as of September 30, 2003 were as follows:

Toro Partner LLC
 B. H. Hale (Manager)                                                Williamsville, NY (1)
 R. J. Tanski (Manager)                                              Williamsville, NY (1)
 D. A. Wassum (President and Treasurer)                              Williamsville, NY (1)
 K. D. Cotter (Vice President and Secretary)                         Williamsville, NY (1)

Toro Partners, LP
 Toro Partners, LP has no directors or officers; it is managed by its general partner.

Toro Energy of Michigan, LLC
 B. H. Hale (Manager)                                                Williamsville, NY (1)
 R. J. Tanski (Manager)                                              Williamsville, NY (1)
 D. A. Wassum (President and Treasurer)                              Williamsville, NY (1)
 K. D. Cotter (Vice President and Secretary)                         Williamsville, NY (1)

Toro Energy of Ohio-Statewide, LLC
 B. H. Hale (Manager)                                                Williamsville, NY (1)
 R. J. Tanski (Manager)                                              Williamsville, NY (1)
 D. A. Wassum (President and Treasurer)                              Williamsville, NY (1)
 K. D. Cotter (Vice President and Secretary)                         Williamsville, NY (1)

Toro Energy of Ohio, LLC
 B. H. Hale (Manager)                                                Williamsville, NY (1)
 R. J. Tanski (Manager)                                              Williamsville, NY (1)
 D. A. Wassum (President and Treasurer)                              Williamsville, NY (1)
 K. D. Cotter (Vice President and Secretary)                         Williamsville, NY (1)

Toro Energy of Kentucky, LLC
 B. H. Hale (Manager)                                                Williamsville, NY (1)
 R. J. Tanski (Manager)                                              Williamsville, NY (1)
 D. A. Wassum (President and Treasurer)                              Williamsville, NY (1)
 K. D. Cotter (Vice President and Secretary)                         Williamsville, NY (1)

Toro Energy of Missouri, LLC
 B. H. Hale (Manager)                                                Williamsville, NY (1)
 R. J. Tanski (Manager)                                              Williamsville, NY (1)
 D. A. Wassum (President and Treasurer)                              Williamsville, NY (1)
 K. D. Cotter (Vice President and Secretary)                         Williamsville, NY (1)

Toro Energy of Maryland, LLC
 B. H. Hale (Manager)                                                Williamsville, NY (1)
 R. J. Tanski (Manager)                                              Williamsville, NY (1)
 D. A. Wassum (President and Treasurer)                              Williamsville, NY (1)
 K. D. Cotter (Vice President and Secretary)                         Williamsville, NY (1)

Toro Energy of Indiana, LLC
 B. H. Hale (Manager)                                                Williamsville, NY (1)
 R. J. Tanski (Manager)                                              Williamsville, NY (1)
 D. A. Wassum (President and Treasurer)                              Williamsville, NY (1)
 K. D. Cotter (Vice President and Secretary)                         Williamsville, NY (1)

Toro Energy of Ohio-American, LLC
 B. H. Hale (Manager)                                                Williamsville, NY (1)
 R. J. Tanski (Manager)                                              Williamsville, NY (1)
 D. A. Wassum (President and Treasurer)                              Williamsville, NY (1)
 K. D. Cotter (Vice President and Secretary)                         Williamsville, NY (1)

***** Officers of Power’s subsidiaries as of September 30, 2003 included the following persons (because Power’s subsidiaries are not wholly owned directly or indirectly by the Registrant or any system company, disclosure is limited to those officers who are directly employed by the Registrant or its system companies): 

Seneca Energy II, LLC
 B. H. Hale (Secretary and Chief Financial Officer)                  Williamsville, NY (1)

Model City Energy, LLC
 B. H. Hale (Chief Financial Officer)                                Williamsville, NY (1)

Energy Systems North East, LLC
 B. H. Hale (President)                                              Williamsville, NY (1)
 K. D. Cotter (Vice President)                                       Williamsville, NY (1)
 P. L. Malachowski (Treasurer)                                       Williamsville, NY (1)
Notes
  1. National Fuel Gas Company, 6363 Main Street, Williamsville, New York 14221
  2. 9226 E. Champagne Drive, Sun Lakes, AZ 85248
  3. 302 Fall River Court, Houston, TX 77024
  4. Moog Inc., Plant 24/Seneca at Jamison Rd., East Aurora, NY 14052-0018
  5. Seneca Resources Corporation, 1201 Louisiana Street, Suite 400, Houston, Texas 77002
  6. Seneca Resources Corporation, P.O. Box 630, Santa Paula, CA 93061-0630
  7. Horizon Energy Development, s.r.o., Maiselova 15, Praha 1 - Josefov, 11000, Czech Republic
  8. Intra Beheer B.V., Teleportboulevard 140, 1043 EJ, Amsterdam, The Netherlands
  9. Maid of the Mist Corporation, 151 Buffalo Avenue, Niagara Falls, New York 14303
  10. Teplarna Liberec, a.s., Dr. Milady Horakove 641/34a, 460 01 Liberec 4, Czech Republic
  11. Predicor, Tax advisor, Pristavni 2, 170 00 Prague 7, Czech Republic
  12. National Fuel Resources, Inc., 165 Lawrence Bell Drive, Williamsville, NY 14221
  13. Law Office Rasovsky, Krejci, Cinglos, Spitalka 23 b, 602 00 Brno, Czech Republic
  14. United Energy, a.s., Teplarenska no. 2, Komorany, 434 03 Most 3, Czech Republic
  15. Teplo Branany, s.r.o., Bilinska 76 Branany, Czech Republic
  16. National Fuel Gas Company, 1100 State Street, Erie, PA 16501
  17. Gas Technology Institute, 1700 So. Mt. Prospect Road, Des Plaines, IL 60018-1804
  18. National Fuel Gas Distribution Corporation, 365 Mineral Springs Road, Building 3, Buffalo, NY 14210
  19. Seneca Energy Canada, Inc., 1000, 550 - 6 Avenue, S.W., Calgary, Alberta, Canada T2P 0S2
  20. City of Liberec, nam. Dr. E. Benese 1, 460 59 Liberec 1, Czech Republic
  21. Parliament of the Czech Republic, Snemovni 4, 118 26 Prague 1, Czech Republic
  22. President of Usti Region, Velka Hradebni 48, 400 01 Usti nad Labem, Czech Republic
  23. City of Louny, Mirove namesti 35, 440 33 Louny, Czech Republic
  24. The Robert H. Jackson Center, Inc., 305 East Fourth Street, P. O. Box 879, Jamestown, NY 14702
  25. Suite 900, 1959 Upper Water Street, P.O. Box 997, Halifax, Nova Scotia B3J 2X2
  26. Lounske tepelne hospodarstvi, 17 listopadu, 44001 Louny
  27. P.O. Box 45433, Salt Lake City, UT 84145
  28. Piazzale Ostiense No. 2, Rome, Italy
  29. Piazzale Ostiense No. 2, Rome, Italy
  30. Piazzale Ostiense No. 2, Rome, Italy
Item 6. OFFICERS AND DIRECTORS (Continued)

Part II. Financial connections as of September 30, 2003: 

                                                 Position Held     Applicable
Name of Officer        Name and Location of      in Financial      Exemption
  or Director          Financial Institution      Institution         Rule
- ---------------        ---------------------     -------------     -------------

R. T. Brady           Manufacturers and Traders
                       Trust Company,
                       Buffalo, New York           Director          70 (a)
                      M&T Bank Corporation,
                       Buffalo, New York           Director          70 (a)

G. L. Mazanec         Northern Trust Bank
                       of Texas,
                       Dallas, Texas               Director          70 (a)
Part III. Compensation and other related information:
  1. Compensation of Directors and Executive Officers:

         The information required by this item appears under “Directors’ Compensation,” and “Executive Compensation,” on page 7 and pages 13 to 20, respectively, of the National Fuel Gas Company Proxy Statement, dated January 20, 2004, included as Exhibit A (3) to this Form U5S and is incorporated herein by reference.

  2. Interest of executive officers and directors in securities of System Companies including options or other rights to acquire securities:

         The information required by this item appears under “Security Ownership of Certain Beneficial Owners and Management,” on pages 10 and 11 of the National Fuel Gas Company Proxy Statement, dated January 20, 2004, included as Exhibit A(3) of this Form U5S and is incorporated herein by reference.

  3. Contracts and Transactions with System Companies:

         The following contracts and transactions with the directors and executive officers of National Fuel Gas Company were disclosed in the Company’s Form 10-K for fiscal year 2003.

    • Retirement Benefit Agreement, dated September 22, 2003, between the Company and David F. Smith (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 2003)

    • Retirement and Consulting Agreement, dated September 5, 2001, between the Company and Bernard J. Kennedy (Exhibit 10 (iii)(a), Form 8-K dated September 19, 2001 in File No. 1-3880)

    • Pension Settlement Agreement, dated September 5, 2001, between the Company and Bernard J. Kennedy (Exhibit 10(iii)(b), Form 8-K dated September 19, 2001 in File No. 1-3880)

    • Agreement dated August 1, 1986, between the Company and Joseph P. Pawlowski (Exhibit 10.1, Form 10-K for fiscal year ended September 30,1997 in File No. 1-3880)

    • Agreement dated August 1, 1986, between the Company and Gerald T. Wehrlin (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 1997, in File No. 1-3880)

    Item 6. OFFICERS AND DIRECTORS (Continued)

    • Form of Employment Continuation and Noncompetition Agreements, dated as of December 11, 1998, among the Company, National Fuel Gas Distribution Corporation and each of Philip C. Ackerman, Anna Marie Cellino, Walter E. DeForest, Joseph P. Pawlowski, James D. Ramsdell, Dennis J. Seeley, David F. Smith, Ronald J. Tanski and Gerald T. Wehrlin (Exhibit 10.1, Form 10-Q for the quarterly period ended June 30, 1999 in File No. 1-3880)

    • Form of Employment Continuation and Noncompetition Agreement, dated as of December 11, 1998, among the Company, National Fuel Gas Supply Corporation and each of Bruce H. Hale and John R. Pustulka (Exhibit 10.2, Form 10-Q for the quarterly period ended June 30, 1999 in File No. 1-3880)

    • Form of Employment Continuation and Noncompetition Agreement, dated as of December 11, 1998, among the Company, Seneca Resources Corporation and James A. Beck (Exhibit 10.3, Form 10-Q for the quarterly period ended June 30, 1999 in File No. 1-3880)

    • National Fuel Gas Company 1983 Incentive Stock Option Plan, as amended and restated through February 18, 1993 (Exhibit 10.2, Form 10-Q for the quarterly period ended March 31, 1993 in File No. 1-3880)

    • National Fuel Gas Company 1984 Stock Plan, as amended and restated through February 18, 1993 (Exhibit 10.3, Form 10-Q for the quarterly period ended March 31, 1993 in File No. 1-3880)

    • Amendment to the National Fuel Gas Company 1984 Stock Plan, dated December 11, 1996 (Exhibit 10.7, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880)

    • National Fuel Gas Company 1993 Award and Option Plan, dated February 18, 1993 (Exhibit 10.1, Form 10-Q for the quarterly period ended March 31, 1993 in File No. 1-3880)

    • Amendment to National Fuel Gas Company 1993 Award and Option Plan, dated October 27, 1995 (Exhibit 10.8, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880)

    • Amendment to National Fuel Gas Company 1993 Award and Option Plan, dated December 11, 1996 (Exhibit 10.8, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880)

    • Amendment to National Fuel Gas Company 1993 Award and Option Plan, dated December 18, 1996 (Exhibit 10, Form 10-Q for the quarterly period ended December 31, 1996 in File No. 1-3880)

    • National Fuel Gas Company 1993 Award and Option Plan, amended through June 14, 2001 (Exhibit 10.1, Form 10-K for fiscal year ended September 30, 2001 in File No. 1-3880)

    • National Fuel Gas Company 1997 Award and Option Plan, amended through June 14, 2001 (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 2001 in File No. 1-3880)

    • National Fuel Gas Company Deferred Compensation Plan, as amended and restated through May 1, 1994 (Exhibit 10.7, Form 10-K for fiscal year ended September 30, 1994 in File No. 1-3880)

    Item 6. OFFICERS AND DIRECTORS (Continued)

    • Amendment to the National Fuel Gas Company Deferred Compensation Plan, dated September 19, 1996 (Exhibit 10.10, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880)

    • Amendment to the National Fuel Gas Company Deferred Compensation Plan, dated September 27, 1995 (Exhibit 10.9, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880)

    • National Fuel Gas Company Deferred Compensation Plan, as amended and restated through March 20, 1997 (Exhibit 10.3, Form 10-K for fiscal year ended September 30, 1997 in File No. 1-3880)

    • Amendment to National Fuel Gas Company Deferred Compensation Plan dated June 16, 1997 (Exhibit 10.4, Form 10-K for fiscal year ended September 30, 1997 in File No. 1-3880)

    • Amendment No. 2 to the National Fuel Gas Company Deferred Compensation Plan, dated March 13, 1998 (Exhibit 10.1, Form 10-K for fiscal year ended September 30, 1998 in File No. 1-3880)

    • Amendment to the National Fuel Gas Company Deferred Compensation Plan, dated February 18, 1999 (Exhibit 10.1, Form 10-Q for the quarterly period ended March 31, 1999 in File No. 1-3880)

    • Amendment to National Fuel Gas Company Deferred Compensation Plan, dated June 15, 2001 (Exhibit 10.3, Form 10-K for fiscal year ended September 30, 2001 in File No. 1-3880)

    • National Fuel Gas Company Tophat Plan, effective March 20, 1997 (Exhibit 10, Form 10-Q for the quarterly period ended June 30, 1997 in File No. 1-3880)

    • Amendment No. 1 to the National Fuel Gas Company Tophat Plan, dated April 6, 1998 (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 1998 in File No. 1-3880)

    • Amendment No. 2 to the National Fuel Gas Company Tophat Plan, dated December 10, 1998 (Exhibit 10.1, Form 10-Q for the quarterly period ended December 31, 1998 in File No. 1-3880)

    • Death Benefits Agreement, dated August 28, 1991, between the Company and Bernard J. Kennedy (Exhibit 10-TT, Form 10-K for fiscal year ended September 30, 1991 in File No. 1-3880)

    • Amendment to Death Benefit Agreement of August 28, 1991, between the Company and Bernard J. Kennedy, dated March 15, 1994 (Exhibit 10.11, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880)

    • Amended and Restated Split Dollar Insurance Agreement, effective June 15, 2000 among the Company, Bernard J. Kennedy, and Joseph B. Kennedy, as Trustee of the Trust under the Agreement dated January 9, 1998 (Exhibit 10.1, Form 10-Q for the quarterly period ended June 30, 2000 in File No. 1-3880)

    • Contingent Benefit Agreement effective June 15, 2000 between the Company and Bernard J. Kennedy (Exhibit 10.2, Form 10-Q for the quarterly period ended June 30, 2000 in File No. 1-3880)

    Item 6. OFFICERS AND DIRECTORS (Continued)

    • Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 17, 1997 between the Company and Philip C. Ackerman (Exhibit 10.5, Form 10-K for fiscal year ended September 30, 1997 in File No. 1-3880)

    • Amendment Number 1 to Amended and Restated Split Dollar Insurance and Death Benefit Agreement by and between the Company and Philip C. Ackerman, dated March 23, 1999 (Exhibit 10.3, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 between the Company and Joseph P. Pawlowski (Exhibit 10.7, Form 10-K for fiscal year ended September 30, 1997 in File No. 1-3880)

    • Amendment Number 1 to Amended and Restated Split Dollar Insurance and Death Benefit Agreement by and between the Company and Joseph P. Pawlowski, dated March 23, 1999 (Exhibit 10.5, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Second Amended and Restated Split Dollar Insurance Agreement dated June 15, 1999 between the Company and Gerald T. Wehrlin (Exhibit 10.6, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 between the Company and Walter E. DeForest (Exhibit 10.7, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Amendment Number 1 to Amended and Restated Split Dollar Insurance and Death Benefit Agreement by and between the Company and Walter E. DeForest, dated March 29, 1999 (Exhibit 10.8, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 between the Company and Dennis J. Seeley (Exhibit 10.9, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Amendment Number 1 to Amended and Restated Split Dollar Insurance and Death Benefit Agreement by and between the Company and Dennis J. Seeley, dated March 29, 1999 (Exhibit 10.10, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 between the Company and Bruce H. Hale (Exhibit 10.11, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Amendment Number 1 to Split Dollar Insurance and Death Benefit Agreement by and between the Company and Bruce H. Hale, dated March 29, 1999 (Exhibit 10.12, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 between the Company and David F. Smith (Exhibit 10.13, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    Item 6. OFFICERS AND DIRECTORS (Continued)

    • Amendment Number 1 to Split Dollar Insurance and Death Benefit Agreement by and between the Company and David F. Smith, dated March 29, 1999 (Exhibit 10.14, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Split Dollar Insurance Agreement, dated March 6, 2001, between the Company and James A. Beck (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 2002 in File No. 1-3880)

    • National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan as amended and restated through November 1, 1995 (Exhibit 10.10, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880)

    • National Fuel Gas Company and Participating Subsidiaries 1996 Executive Retirement Plan Trust Agreement (II) dated May 10, 1996 (Exhibit 10.13, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880)

    • Amendments to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan dated September 18, 1997 (Exhibit 10.9, Form 10-K for fiscal year ended September 30, 1997 in File No. 1-3880)

    • Amendments to the National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan dated December 10, 1998 (Exhibit 10.2, Form 10-Q for the quarterly period ended December 31, 1998 in File No. 1-3880)

    • Amendments to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan effective September 16, 1999 (Exhibit 10.15, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)

    • Amendment to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan, effective September 5, 2001 (Exhibit 10.4, Form 10-K/A for fiscal year ended September 30, 2001 in File No. 1-3880)

    • Retirement Supplement Agreement, dated September 14, 2000, between the Company and Gerald T. Wehrlin (Exhibit 10.5, Form 10-K/A for fiscal year ended September 30, 2001 in File No. 1-3880)

    • Retirement Supplement Agreement, dated January 11, 2002, between the Company and Joseph P. Pawlowski (Exhibit 10.6, Form 10-K/A for fiscal year ended September 30, 2001 in File No. 1-3880)

    • Administrative Rules with Respect to at Risk Awards under the 1993 Award and Option Plan (Exhibit 10.14, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880)

    • Administrative Rules with Respect to at Risk Awards under the 1997 Award and Option Plan (Exhibit A, Definitive Proxy Statement, Schedule 14(A) filed January 10, 2002 in File No. 1-3880)

    • Administrative Rules of the Compensation Committee of the Board of Directors of National Fuel Gas Company, as amended and restated, effective December 10, 1998 (Exhibit 10.3, Form 10-Q for the quarterly period ended December 31, 1998 in File No. 1-3880)

    Item 6. OFFICERS AND DIRECTORS (Concluded)

    • Excerpts of Minutes from the National Fuel Gas Company Board of Directors Meeting of February 20, 1997 regarding the Retirement Benefits for Bernard J. Kennedy (Exhibit 10.10, Form 10-K for fiscal year ended September 30, 1997 in File No. 1-3880)

    • Excerpts of Minutes from the National Fuel Gas Company Board of Directors Meeting of March 20, 1997 regarding the Retainer Policy for Non-Employee Directors (Exhibit 10.11, Form 10-K for fiscal year ended September 30, 1997 in File No. 1-3880)

  4. Indebtedness to System Companies: None

  5. Participation in Bonus and Profit-Sharing Arrangements and Other Benefits:

    The information required by this item appears under “Directors’ Compensation,” and “Executive Compensation,” on page 7 and pages 13 to 20, respectively, of the National Fuel Gas Company Proxy Statement, dated January 20, 2004, included as Exhibit A(3) to this Form U5S and incorporated herein by reference.

  6. Rights to Indemnity:

    The information required by this item appears in Article II, Paragraph 8 of the National Fuel Gas Company By-Laws as amended through December 12, 2002. Such By-Laws are listed as Exhibit B(1)(ii) to this Form U5S.

    The Company also purchases directors and officers liability insurance coverage with an annual aggregate limit of $135 million, and, in recognition of the scope of the foregoing by-law indemnification, certain other errors and omissions and general liability insurance coverages which are applicable to all employees as insureds, including directors and officers.

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

                                                                                               Amount
                            Name of Recipient               Accounts Charged Per Books   Fiscal Year Ended
    Name of Company          or Beneficiary       Purpose     of Disbursing Company      September 30, 2003
    ---------------         -----------------     -------   --------------------------   ------------------

Tabulation showing expenditures, disbursements, or payments during the year, in money, goods or services,
directly or indirectly to or for the account of:

(1) Any political party, candidate for public office or holder of such office, or any committee or agent
    therefor:

Distribution Corporation           N/A            *FEDPAC    Misc. Income Deductions        $  3,991

Distribution Corporation           N/A            *NYPAC     Misc. Income Deductions        $  4,448

Distribution Corporation           N/A            *PAPAC     Misc. Income Deductions        $  3,808

Supply Corporation                 N/A            *FEDPAC    Misc. Income Deductions        $  1,337

Supply Corporation                 N/A            *NYPAC     Misc. Income Deductions        $  1,119

Supply Corporation                 N/A            *PAPAC     Misc. Income Deductions        $  1,776

* Company labor and expenses relating to administration of political action funds.

(2) Any citizens group or public relations counsel:

Distribution Corporation    30 Beneficiaries       Civic     Operation Expense              $ 14,098

Seneca Resources             2 Beneficiaries       Civic     Operation Expense              $    877

The information called for by instruction 2 to Item 7 was compiled, and memoranda from the applicable System Companies were received and are preserved by the Registrant.

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS

Part I. Intercompany sales and services

         (1) Salaries of officers of the Registrant 
                                                    NATIONAL FUEL GAS COMPANY
                                                    -------------------------
                                                  REPORT OF OFFICERS' SALARIES
                                                  ----------------------------
                                          FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                          --------------------------------------------

                          Distribution   Supply    Seneca                         Data-
                  Parent     Corp.       Corp.    Resources   Highland  Horizon   Track    NFR    Total
                  ------  ------------   ------   ---------   --------  -------   -----    ---    -----

P. C. Ackerman   $78,000    $253,500    $241,800   $120,900    $15,600  $23,400  $3,900  $42,900 $780,000

A. M. Cellino     11,331     113,255     101,981          -         58        -       -        -  226,625

J. P. Pawlowski   14,025     158,033      79,740     18,237     10,255        -       -      210  280,500

R. J. Tanski      12,500     106,131      49,373     12,486      3,093   52,906       -      136  236,625

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)

Part I. Intercompany sales and services (Continued)

        (2) Services rendered by Statutory Subsidiaries 
                                                DISTRIBUTION CORPORATION
                                                ------------------------
                                       REPORT OF INTERCOMPANY SALES AND SERVICES
                                       -----------------------------------------
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      --------------------------------------------
                                                 (THOUSANDS OF DOLLARS)
                                                 ----------------------


                                                            Common Expenses
                            ---------------------------------------------------------------------------------
                                                      Corporate     Materials                Accounts
Receiving Company           Executive   Purchasing  Communications  Management  Accounting   Payable     Risk
- -----------------           ---------   ----------  --------------  ----------  ----------   --------    ----
Supply Corporation           $  297       $201           $130          $11       $  832       $192       $ 35
Seneca Resources                340          -             35            -          196          -         47
UCI                               -          -              -            -            -          -          -
Highland                         48          -              5            -           26          -         10
Data-Track                        -          -              -            -            -          -          -
NFR                               4          -              1            -            2          -          9
Leidy Hub                         -          -              -            -            -          -          -
Horizon                           -          -              -            -            -          -          -
Parent Company                    -          -              -            -            -          -          -
NIM                               -          -              -            -            -          -          -
Upstate Energy                    -          -              -            -            -          -          -
Empire                           47         26             15            -           82         26          3
Horizon Power                     -          -              -            -            -          -          -
Toro, LP                          -          -              -            -            -          -          -
                             ------       ----           ----          ---       ------       ----       ----
                             $  736       $227           $185          $11       $1,138       $218       $104
                             ======       ====           ====          ===       ======       ====       ====

                                                            Common Expenses
                            -----------------------------------------------------------------------------------
                              Data           Human                             Government      Benefit
Receiving Company           Processing     Resources     Legal     Finance       Affair        Services     CPR
- -----------------           ----------     ---------     -----     -------     ----------      --------     ---
Supply Corporation             $ 46          $427        $ 96       $596          $31            $144      $182
Seneca Resources                  -            71         111         97            -             169         -
UCI                               -             -           -          -            -               -         -
Highland                          -            10          16         13            -              24         -
Data-Track                        -             -           -          -            -               -         -
NFR                               -             1           1          1            -               2         -
Leidy Hub                         -             -           -          -            -               -         -
Horizon                           -             -           -          -            -               -         -
Parent Company                    -             -           -          -            -               -         -
NIM                               -             -           -          -            -               -         -
Upstate Energy                    -             -           -          -            -               -         -
Empire                           14            44          14         54            4              19        24
Horizon Power                     -             -           -          -            -               -         -
Toro, LP                          -             -           -          -            -               -         -
                               ----          ----        ----       ----          ---            ----      ----
                               $110          $553        $238       $761          $35            $358      $206
                               ====          ====        ====       ====          ===            ====

                              Common Expenses
                            --------------------
                                        Total           Total      Total    Convenience or      Total Service
                                        Common         Clearing    Direct    Accommodation       Rendered By
Receiving Company           Payroll     Expense        Charges*   Charges*    Payments*     Statutory Subsidiaries
- -----------------           -------     -------        --------   --------  --------------  ----------------------
Supply Corporation           $128       $3,398          $3,651     $6,308      $ 9,433             $22,790
Seneca Resources                -        1,066             223        506        2,862               4,657
UCI                             -            -               -          -            3                   3
Highland                        -          152              31         31          255                 469
Data-Track                      -            -               1          8           11                  20
NFR                             -           20              34        195          211                 460
Leidy Hub                       -            -               1          4           (1)                  4
Horizon                         -            -              71        683          215                 969
Parent Company                  -            -              73        309          807               1,189
NIM                             -            -               -          -            -                   -
Upstate Energy                  -            -               -          -            4                   4
Empire                          -          372             100        160          382               1,014
Horizon Power                   -            -               8         87            -                  95
Toro, LP                        -            -               -          7            4                  11
                             ----       ------          ------     ------      -------             -------
                             $128       $5,008          $4,193     $8,298      $14,186             $31,685
                             ====       ======          ======     ======      =======             =======

* Analysis of Clearing Charges, Direct Charges & Convenience or Accommodation Payments is presented on pages 26 and 27.

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)

Part I. Intercompany sales and services (Continued)

        (2) Services rendered by Statutory Subsidiaries 
                                                DISTRIBUTION CORPORATION
                                                ------------------------
                                       REPORT OF INTERCOMPANY SALES AND SERVICES
                                       -----------------------------------------
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      --------------------------------------------
                                                 (THOUSANDS OF DOLLARS)
                                                 ----------------------

                                                            Clearing Charges
                            ------------------------------------------------------------------------------------
                                      Material                                                           Total
                            Officer   Issue &                                       Data    Messenger   Clearing
Receiving Company           Clearing  Transfer Telecommunications Rental Postage Processing  Expense     Charges
- -----------------           --------  -------- ------------------ ------ ------- ---------- ---------   --------
Supply Corporation            $279     $  815         $207         $617   $ 6      $1,643     $ 84       $3,651
Seneca Resources                73          -            -           88     -          60        2          223
UCI                              -          -            -            -     -           -        -            -
Highland                        13          -            -           12     -           6        -           31
Data-Track                       1          -            -            -     -           -        -            1
NFR                             18          -            -            6     -           1        9           34
Leidy Hub                        1          -            -            -     -           -        -            1
Horizon                         59          -            -           12     -           -        -           71
Parent Company                  62          -            -            9     -           2        -           73
NIM                              -          -            -            -     -           -        -            -
Upstate Energy                   -          -            -            -     -           -        -            -
Empire                          14          4            -           82     -           -        -          100
Horizon Power                    5          2            -            1     -           -        -            8
Toro, LP                         -          -            -            -     -           -        -            -
                              ----     ------         ----         ----   ---      ------     ----       ------
                              $525     $  821         $207         $827   $ 6      $1,712     $ 95       $4,193
                              ====     ======         ====         ====   ===      ======     ====       ======

                                                            Direct Charges
                            -----------------------------------------------------------------------------------
                                         Telecom-   Environment               Contract
Receiving Company           Land   MMD  munications  Insurance  Operations  Administration     Accounting
- -----------------           ----   ---  ----------- ----------- ----------  --------------     ----------
Supply Corporation          $294  $306     $32         $460       $2,855         $56              $ 18
Seneca Resources              56     -       -           19           10           -                 1
UCI                            -     -       -            -            -           -                 -
Highland                       -     -       -            1            -           -                 -
Data-Track                     -     -       -            -            -           -                 -
NFR                            -     -       -            1            -           -                 1
Leidy Hub                      -     -       -            -            -           -                 -
Horizon                        -     -       -           12            -           -                28
Parent Company                 -     -       -            -            8           -                 -
NIM                            -     -       -            -            -           -                 -
Upstate Energy                 -     -       -            -            -           -                 -
Empire                         -     -       -            1           41           6                 -
Horizon Power                  -     -       -           18            -           -                43
Toro, LP                       -     -       -            -            -           -                 -
                            ----  ----     ---         ----       ------         ---              ----
                            $350  $306     $32         $512       $2,914         $62              $ 91
                            ====  ====     ===         ====       ======         ===              ====

                                                            Direct Charges
                            ----------------------------------------------------------------------------------
                                    Government                          Rates &       Human
Receiving Company           Legal    Affairs     Finance   Executive   Regulation   Resources
- -----------------           -----   ----------   -------   ---------   ----------   ---------
Supply Corporation           $65      $257       $327       $1,188       $2          $ 32
Seneca Resources               -         -         84          335        -             -
UCI                            -         -          -            -        -             -
Highland                       -         -          -           30        -             -
Data-Track                     -         -          -            8        -             -
NFR                            -         -          5          160        -             6
Leidy Hub                      -         -          -            4        -             -
Horizon                        3         -        238          358        -             -
Parent Company                 1         -         15          270        -             -
NIM                            -         -          -            -        -             -
Upstate Energy                 -         -          -            -        -             -
Empire                         1         1         18           38        1             -
Horizon Power                  -         -         26            -        -             -
Toro, LP                       -         -          7            -        -             -
                             ---      ----       ----       ------       --          ----
                             $70      $258       $720       $2,391       $3          $ 38
                             ===      ====       ====       ======       ==          ====


                                                            Direct Charges
                            ------------------------------------------------------------------------------------
                                                                                                         Total
                            Benefit                 Quality                                              Direct
Receiving Company           Services  Engineering  Assurance    DPC    Security                          Charges
- -----------------           --------  -----------  ---------    ---    --------                          -------
Supply Corporation            $21        $222         $39      $ 39      $95                             $6,308
Seneca Resources                1           -           -         -        -                                506
UCI                             -           -           -         -        -                                  -
Highland                        -           -           -         -        -                                 31
Data-Track                      -           -           -         -        -                                  8
NFR                            22           -           -         -        -                                195
Leidy Hub                       -           -           -         -        -                                  4
Horizon                         -           -           -        44        -                                683
Parent Company                 15           -           -         -        -                                309
NIM                             -           -           -         -        -                                  -
Upstate Energy                  -           -           -         -        -                                  -
Empire                          -           5           -        48        -                                160
Horizon Power                   -           -           -         -        -                                 87
Toro, LP                        -           -           -         -        -                                  7
                              ---        ----         ---      ----      ---                             ------
                              $59        $227         $39      $131      $95                             $8,298
                              ===        ====         ===      ====      ===

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)

Part I. Intercompany sales and services (Continued)

        (2) Services rendered by Statutory Subsidiaries (Continued) 
                                                DISTRIBUTION CORPORATION
                                                ------------------------
                                   ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS
                                   -------------------------------------------------
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      --------------------------------------------
                                                 (THOUSANDS OF DOLLARS)
                                                 ----------------------

                                                Receiving Company
                     ---------------------------------------------------------------------
                     Parent    Supply     Seneca        Data-
                     Company Corporation Resources  UCI Track Highland NFR  Horizon Empire
                     ------- ----------- ---------  --- ----- -------- ---  ------- ------

Material               $  -     $   255   $    -   $ -  $ -    $  -   $  -  $  -     $  1
Rents                     -           -        -     -    -       -      -     -        -
Transportation            -          39        -     -    -       -      -     -        -
Utilities                 -       1,813       63     -    9       -     12     -        9
Contractors &
 Outside Services       331       1,320      218     -    -      20      5    13       16
Equipment Purchases
 & Rentals                1         386        -     -    -       -      -     4        4
Employee Benefits        81       3,127      121     -    1      25    113    43       15
Office Expense           52         487       28     -    -       3      4     9        -
Dues & Subscriptions      1         256        -     -    -       -      -     -        -
Other Insurance           -       1,120    2,424     -    1      64     24   138      303
Injuries & Damages       12         123        -     3    -     143      -     -        -
Other                   329         479        8     -    -       -     53     8       34
Advertising               -           2        -     -    -       -      -     -        -
Postage                   -          16        -     -    -       -      -     -        -
Environment               -           9        -     -    -       -      -     -        -
                       ----     -------   ------   ---  ---    ----   ----  ----     ----
                       $807     $ 9,433   $2,862   $ 3  $11    $255   $211  $215     $382
                       ====     =======   ======   ===  ===    ====   ====  ====     ====



                                 Receiving Company
                      -----------------------------------
                      Horizon             Upstate
                       Power     Leidy    Energy    Toro    Total
                      -------    -----    -------   ----    -----

Material               $   -     $   -     $  -     $  -  $   256
Rents                      -         -        -        -        1
Transportation             -         -        -        -       39
Utilities                  -         -        -        -    1,906
Contractors &
 Outside Services          5         -        1        -    1,929
Equipment Purchases
 & Rentals                 -         -        -        -      395
Employee Benefits          -         -        -        -    3,526
Office Expense             -         -        3        4      591
Dues & Subscriptions       -         -        -        -      257
Other Insurance            4         -        -        -    4,074
Injuries & Damages         -         -        -        -      285
Other                     (9)       (1)       -        -      901
Advertising                -         -        -        -        2
Postage                    -         -        -        -       16
Environmental              -         -        -        -        9
                        ----      -----    ----     ----  -------
                        $  -      $ (1)    $  4     $  4  $14,186
                        ====      =====    ====     ====  =======

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)

Part I. Intercompany sales and services (Continued)

        (2) Services rendered by Statutory Subsidiaries (Continued) 
                                                SUPPLY CORPORATION
                                                ------------------
                                       REPORT OF INTERCOMPANY SALES AND SERVICES
                                       -----------------------------------------
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      --------------------------------------------
                                                 (THOUSANDS OF DOLLARS)
                                                 ----------------------

                                               Clearing Accounts
                   -----------------------------------------------------------------------------
                                                   Material                               Total
                   Executive   DPC     Production  Issue &  Rental   Gas      Gas       Clearing
Receiving Company  Clearing  Clearing   Clearing   Transfer Clear  Control Measurement   Charges
- -----------------  --------- --------  ----------  -------- ------ ------- -----------  --------

Distribution Corp.  $ 62       $39        $  -       $  99  $6,901  $  -       $ -       $7,101
Seneca Resources       -         -         320           5       -     -         -          325
Horizon               10         -           -           -      61     -         -           71
Highland               -         -           -           -       -     -         -            -
Data Track             -         -           -           -       -     -         -            -
NFR                    -         -           -           -       -     -         -            -
Leidy Hub              -         -           -           -       -     -         -            -
Parent Company        18         -           -           7      21     -         -           46
Upstate Energy         -         -           -           -       -     -         -            -
NIM                    -         -           -           -       -     -         -            -
Empire                10         -           -           -       -   125         6          141
Horizon Power          1         -           -           2       -     -         -            3
Toro, LP               -         -           -           -       -     -         -            -
                    ----       ---        ----        ----  ------  ----       ---       ------
                    $101       $39        $320        $113  $6,983  $125       $ 6       $7,687
                    ====       ===        ====        ====  ======  ====       ===       ======



                                              Direct Charges
                   -------------------------------------------------------------------
                     Gas    Benefit                  Human           Gas
Receiving Company  Storage  Services  Engineering  Resources  Land  Control  Executive
- -----------------  -------  --------  -----------  ---------  ----  -------  ---------

Distribution Corp.  $  -     $  772      $ 36       $ 70      $206  $1,169      $144
Seneca Resources      12         28         -          -        83       -         -
Horizon                -         22         -          -         -       -       265
Highland               -          5         -         16         -       -         -
Data Track             -         11         -         16         -       -         -
NFR                    -         11         -          5         -       -         -
Leidy Hub              -          -         -          -         -       -         -
Parent Company         -        187         -          -         1       -        92
Upstate Energy         -          -         -          -         -       -         -
NIM                    -          -         -          -         -       -         7
Empire                 -          -        45          -         -       -        28
Horizon Power          -          -         -          -         -       -        42
Toro, LP               -          -         -          -         -       -         -
                    ----     ------      ----       ----      ----  ------      ----
                    $ 12     $1,036      $ 81       $ 91      $290  $1,169      $578
                    ====     ======      ====       ====      ====  ======      ====

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)

Part I. Intercompany sales and services (Continued)

        (2) Services rendered by Statutory Subsidiaries (Continued) 
                                                SUPPLY CORPORATION
                                                ------------------
                                       REPORT OF INTERCOMPANY SALES AND SERVICES
                                       -----------------------------------------
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      --------------------------------------------
                                                 (THOUSANDS OF DOLLARS)
                                                 ----------------------


                                  Direct Charges Continued
                   ----------------------------------------------------
                    Operations,
                   Construction
                    & Customer                     Interstate
Receiving Company     Service     Legal    MMD     Marketing   Finance
- -----------------  ------------   -----    ---     ----------  -------

Distribution Corp.    $2,350      $ 90    $ 78       $ -         $ -
Seneca Resources          80         -       -         -           -
Horizon                    7        50       -         -           3
Highland                   -         -       -         -           -
Data Track                 -         -       -         -           -
NFR                        -         -       -         -           -
Leidy Hub                  -         -       -         -           -
Parent Company             -         -       -         -           -
Upstate Energy             -         2       -         -           -
NIM                        -         -       -         -           -
Empire                   134        22       -        62           -
Horizon Power              1        11       -         -          29
Toro, LP                   -         -       -         -           -
                      ------      ----     ---       ---         ---
                      $2,572      $175     $78       $62         $32
                      ======      ====     ===       ===         ===




                                                              Total Services
                        Total     Total     Convenience or     Rendered By
                       Direct    Clearing   Accommodation       Statutory
Receiving Company      Charges   Charges      Payments*        Subsidiaries
- -----------------      -------   --------   --------------     --------------
Distribution Corp.      $4,915    $7,101        $1,182           $13,198
Seneca Resources           203       325            71               599
Horizon                    347        71            15               433
Highland                    21         -             -                21
Data Track                  11         -             -                11
NFR                         16         -             -                16
Leidy Hub                    -         -             -                 -
Parent Company             280        46           255               581
Upstate Energy               2         -             -                 2
NIM                          7         -             -                 7
Empire                     291       141           133               565
Horizon Power               83         3             5                91
Toro, LP                     -         -             1                 1
                        ------    ------        ------           -------
                        $6,176    $7,687        $1,662           $15,525
                        ======    ======        ======           =======

* Analysis of Convenience or Accommodation Payments is presented on page 30.

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)

Part I. Intercompany sales and services (Continued)

        (2) Services rendered by Statutory Subsidiaries (Continued) 
                                                SUPPLY CORPORATION
                                                ------------------
                                   ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS
                                   -------------------------------------------------
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      --------------------------------------------
                                                 (THOUSANDS OF DOLLARS)
                                                 ----------------------

                                             Receiving Company
                       -----------------------------------------------------------
                       Parent   Distribution   Seneca    Horizon
                       Company  Corporation   Resources  Energy   Highland  Empire
                       -------  ------------  ---------  -------  --------  ------

Material                  $ 33     $   82       $ -       $ -      $  -      $  -
Rents                        -          1         -         -         -         -
Transportation               -          6         1         -         -         -
Utilities                    1        152         -         -         -         1
Contractors &
 Outside Services           86        726         9         2         -        37
Equipment Purchases
 & Rentals                   -          7         -         -         -         -
Employee Benefits            -         62         -         6         -         -
Office Expense               4         41         2         7         -        11
Other                      131        104        59         -         -        84
Other Insurance              -          -         -         -         -         -
Postage                      -          1         -         -         -         -
Advertising                  -          -         -         -         -         -
Environmental                -          -         -         -         -         -
Injuries & Damages           -          -         -         -         -         -
                          ----     ------       ---       ---      ----      ----
                          $255     $1,182       $71       $15      $  -      $133
                          ====     ======       ===       ===      ====      ====


                                   Receiving Company
                     --------------------------------------------------
                     Horizon        Data-                  Upstate
                      Power  Toro   Track  NFR  Leidy Hub  Energy   NIM     Total
                     ------- ----   -----  ---  ---------  -------  ---     -----

Material                $1    $-    $-     $-     $-        $-      $-     $  116
Rents                    -     -     -      -      -         -       -          1
Transportation           -     -     -      -      -         -       -          7
Utilities                -     -     -      -      -         -       -        154
Contractors &
 Outside Services        4     1     -      -      -         -       -        865
Equipment Purchases
 & Rentals               -     -     -      -      -         -       -          7
Employee Benefits        -     -     -      -      -         -       -         68
Office Expense           -     -     -      -      -         -       -         65
Other                    -     -     -      -      -         -       -        378
Other Insurance          -     -     -      -      -         -       -          -
Postage                  -     -     -      -      -         -       -          1
Advertising              -     -     -      -      -         -       -          -
Environmental            -     -     -      -      -         -       -          -
Injuries & Damages       -     -     -      -      -         -       -          -
                        --    --    --     --     --        --      --     ------
                        $5    $1    $-     $-     $-        $-      $-     $1,662
                        ==    ==    ==     ==     ==        ==      ==     ======

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)

Part I. Intercompany sales and services (Continued)

        (2) Services rendered by Statutory Subsidiaries (Continued) 
                                                SENECA RESOURCES
                                                ----------------
                                  REPORT OF INTERCOMPANY SALES AND SERVICES
                                        -----------------------------------------
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      --------------------------------------------
                                                 (THOUSANDS OF DOLLARS)
                                                 ----------------------


                                                                            Total
                                                                           Services
                                                         Convenience or  Rendered By
                                   Timber                Accommodation    Statutory
Receiving Company                  Sales     Operations     Payments     Subsidiaries
- -----------------                  ------    ----------  --------------  ------------

Supply Corporation                $     -      $  670         $ 38         $   708
Highland                           11,125           -            -          11,125
NFR                                     -           -            -               -
Upstate Energy                          -           -            -               -
Parent Company                          -           -            -               -
NFE                                     -           -          248             248
Horizon                                 -           -            1               1
                                  -------      ------         ----         -------
                                  $11,125      $  670         $287         $12,082
                                  =======      ======         ====         =======



                      ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS
                      -------------------------------------------------
                                    Receiving Company
           ---------------------------------------------------------------------
                                Supply
           Highland  Horizon  Corporation   NFR     NFE     Total
           --------  -------  -----------   ---     ---     -----

Other        $-        $1         $38       $ -     $248    $287
             --        --         ---       ---     ----    ----

             $-        $1         $38       $ -     $248    $287
             ==        ==         ===       ===     ====    ====



                                        UPSTATE ENERGY
                                        --------------
                           REPORT OF INTERCOMPANY SALES AND SERVICES
                           -----------------------------------------
                         FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                         --------------------------------------------
                                    (THOUSANDS OF DOLLARS)
                                    ----------------------

                                                       Total
                                                     Services
                                  Convenience or    Rendered By
                                  Accommodation      Statutory
Receiving Company                    Payments       Subsidiaries
- -----------------                 --------------    ------------

Toro Partners LLC                    $ 96               $ 96
                                     ----               ----

                                     $ 96               $ 96
                                     ====               ====

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)

Part I. Intercompany sales and services (Continued)

        (2) Services rendered by Statutory Subsidiaries (Continued) 
                                                EMPIRE STATE PIPELINE
                                                ---------------------
                                  REPORT OF INTERCOMPANY SALES AND SERVICES
                                       -----------------------------------------
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      --------------------------------------------
                                                 (THOUSANDS OF DOLLARS)
                                                 ----------------------


                                                       Total
                                                     Services
                                                    Rendered By
                                   Convenience       Statutory
Receiving Company                    Payments       Subsidiaries
- -----------------                  -----------      ------------

Distribution Corporation               $236              $236
Supply Corporation                        2                 2
Highland Resources                      299               299
Horizon Energy                           37                37
                                       ----              ----
                                       $574              $574
                                       ====              ====


               ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS
               -------------------------------------------------

                                 Receiving Company
                         ------------------------------------------
                                                    Horizon
                         Dist    Supply  Highland   Energy    Total
                         ----    ------  --------   -------   -----

Cont O/S                 $  -     $ -     $ 12      $  -      $ 12
Office Expense              3       2        -         -         5
Other                       -       -      287         -       287
Other Insurance           233       -        -        37       270
                         ----     ---     ----      ----      ----
                         $236     $ 2     $299      $ 37      $574
                         ====     ===     ====      ====      ====


                                         TORO PARTNERS, LP
                                         -----------------
                             REPORT OF INTERCOMPANY SALES AND SERVICES
                             -----------------------------------------
                           FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                           --------------------------------------------
                                      (THOUSANDS OF DOLLARS)
                                      ----------------------


                                                       Total
                                                     Services
                                                    Rendered By
                                   Convenience       Statutory
Receiving Company                    Payments       Subsidiaries
- -----------------                  -----------      ------------

Horizon Energy                         $ (3)             $ (3)
Distribution Corporation                  1                 1
                                       ----              ----
                                       $  2              $  2
                                       ====              ====

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)

Part I. Intercompany sales and services (Concluded)

        (2) Services rendered by Statutory Subsidiaries (Concluded) 


                                            HIGHLAND
                                            --------
                            REPORT OF INTERCOMPANY SALES AND SERVICES
                            -----------------------------------------
                           FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                           --------------------------------------------
                                     (THOUSANDS OF DOLLARS)
                                     ----------------------

                                                        Total Services
                                                          Rendered By
                                       Convenience         Statutory
Receiving Company      Operation        Payments          Subsidiaries
- -----------------      ---------       -----------      --------------

Seneca Resources          $183             $215                $398

Supply Corporation           -                -                   -
                          ----             ----                ----
                          $183             $215                $398
                          ====             ====                ====


                                          DATA-TRACK
                                          ----------
                           REPORT OF INTERCOMPANY SALES AND SERVICES
                           -----------------------------------------
                         FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                         --------------------------------------------
                                      (THOUSANDS OF DOLLARS)
                                      ----------------------

                                                        Total Services
                                                         Rendered by
                                         Collection       Statutory
Receiving Company                         Services       Subsidiaries
- -----------------                        ----------     ---------------

Distribution Corporation                    $413             $413

NFR                                            3                3
                                            ----             ----
                                            $416             $416
                                            ====             ====



                                        TORO PARTNER, LLC
                                        -----------------
                           REPORT OF INTERCOMPANY SALES AND SERVICES
                           -----------------------------------------
                          FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                          --------------------------------------------
                                     (THOUSANDS OF DOLLARS)
                                     ----------------------

                                                        Total Services
                                                         Rendered by
                                         Convenience      Statutory
Receiving Company                         Payments       Subsidiaries
- -----------------                        -----------    ---------------

Distribution Corporation                    $  1             $  1
                                            ----             ----
                                            $  1             $  1
                                            ====             ====



        (3)     Services rendered by Registrant

                No services were rendered for a charge by the Registrant to any of its subsidiaries during the fiscal year ended
                September 30, 2003

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Concluded)

Part II.

Contracts to purchase services or goods between any System company and any affiliate (other than a System company) and other than as reported in Item 6) at September 30, 2003:

None


Part III.

Employment of any person by any System company for the performance on a continuing basis of management services:

 
                                Description of Contract and         Annual
                Name                 Scope of Services           Consideration
           ----------------     ---------------------------      -------------

           Robert Davis         Performs management and           $  204,415
                                consulting services for
                                Highland.

           Joseph Maljovec      Performs management and           $   72,497
                                consulting services for
                                Highland.

           Enterprise Risk      Performs financial advisory       Retainer of
           Management, Inc.     and consulting services for       $   60,000
                                the Registrant regarding
                                placement of insurance cover-
                                ages and participates in
                                management or facilitation
                                of claims.

           Evans Operating      Performs production management    $2,899,148
           Company, LLP         services for Seneca Resources
                                with respect to Gulf of Mexico
                                properties.

           Robert C. Williams   Performs management and real      $   63,163
                                estate consulting services for
                                Seneca Resources.

           Pat Carroll          Perform petroleum engineering     $   58,048
                                services for Seneca Resources
                                with respect to California
                                properties.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

Part I.  A.       Interests in Foreign Utility Companies

                           1.       United Energy, a.s. and Teplarna Liberec, a.s.

                           (a)      United Energy, a.s. (UE)
                                    Komorany u Mostu
                                    434 03 Most
                                    Czech Republic

                                    Teplarna Liberec, a.s. (TL)
                                    Dr. M. Horakove 641/34a
                                    460 01 Liberec
                                    Czech Republic

                                    UE generates and supplies steam heat to customers in the Czech Republic.  UE also generates
                                    electric energy for sale.  UE has been designated as a foreign utility company because it owns and
                                    operates a coal-fired

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

                                    electric generation plant with generating capacity of 236 MW and sells the electricity it produces
                                    at wholesale.  UE has also been designated as a foreign utility company
                                    because it owns a 70% interest (common equity) in TL.  TL, in turn, has been designated as a
                                    foreign utility company because it owns and operates a 12 MW steam powered electric generation
                                    turbine and sells the produced electricity at wholesale.

                                    Horizon Energy Development, Inc. (Horizon) owns 100% of the capital stock of Horizon Energy
                                    Holdings, Inc. (HEHI), which owns 100% of the capital stock of Horizon Energy Development B.V.
                                    (HEDBV).  HEDBV owns 85.16% of the capital stock of UE, which owns 70% of the capital stock of TL.

                            (b)     Horizon owns 100% of the capital stock of HEHI, which investment was valued at $158,723,000 as of
                                    September 30, 2003.  HEHI owns 100% of the capital stock of HEDBV, which investment was valued at
                                    $158,723,000 as of September 30, 2003.  HEDBV owns 85.16% of the capital stock of UE, and such
                                    investment was valued at $156,979,000 as of September 30, 2003.  UE owns 70% of the capital stock
                                    of TL, and such investment was valued at $11,541,000 as of September 30, 2003.  The financial
                                    statements of Horizon and its subsidiaries are found on pages 79 through 98 of this Form U5S.

                                    There are no debts or other financial obligations of HEHI, HEDBV, UE or TL for which there is
                                    recourse, directly or indirectly, to the registered holding company or another system company.
                                    There are no direct or indirect guaranties of any of the securities of UE or TL by the registered
                                    holding company.  There have been no transfers of any assets from any system company to UE or TL.

                           (c)      The ratio of debt to comprehensive shareholders' equity of UE was 10.98% as of September 30,
                                    2003.  TL had no debt outstanding at September 30, 2003.  UE and TL incurred losses for the twelve
                                    months ended September 30, 2003 (net of minority interest) of $1,038,000 and $32,000,
                                    respectively.  The financial statements of UE and TL are found on pages 79 through 98 of this Form
                                    U5S.

                           (d)      There are management support agreements between Horizon Energy Development, s.r.o. (HED) and UE
                                    and TL.  Under these agreements, HED agrees to provide management services (i.e., strategic,
                                    legal, marketing, public relations and human resource services) to both UE and TL.  The agreement
                                    with UE calls for UE to pay HED CZK 1,975,000 on a monthly basis.  The agreement with TL calls for
                                    a monthly payment of CZK 500,000 to HED.

                                    There is a service agreement between UE and TL calling for TL to pay UE CZK 1,630,000 on a monthly
                                    basis.  The services UE provides include services similar to those described above, plus
                                    engineering, technical, accounting and bank transactional services.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Concluded)

                        B.       Interests in Exempt Wholesale Generators

                           1.       Horizon Power, Inc.

                           (a)      Horizon Power, Inc. (Power)
                                    6363 Main Street
                                    Williamsville, New York  14221

                                    Power has been designated as an exempt wholesale generator by the Federal Energy Regulatory
                                    Commission and owns a 50% interest in each of Seneca Energy II, LLC (Seneca Energy), Model City
                                    Energy, LLC (Model City) and Energy Systems North East, LLC (ESNE).  Seneca Energy has a
                                    generating capacity of approximately 11.2 MW at a site near Seneca Falls, New York, where it
                                    generates electricity using methane gas obtained from a landfill.  After the close of fiscal 2003,
                                    Seneca Energy completed development of facilities with a  generating capacity of approximately 3.2
                                    MW at a landfill site in Ontario County, New York.  Model City has a generating capacity of
                                    approximately 5.6 MW and generates electricity using methane gas obtained from a landfill near
                                    Lewiston, New York.  The landfills are owned by outside parties.  Seneca Energy and Model City
                                    sell electricity at wholesale to the New York Independent System Operator.  ESNE owns an 80 MW
                                    natural gas-fired cogeneration power plant located near North East, Pennsylvania.  ESNE sells
                                    electricity at wholesale to the New York Independent System Operator and sells thermal energy to a
                                    grape processing plant.  The Registrant owns 100% of the capital stock of Power.  Part I(b), Part
                                    I(c) and Part I(d) for Power are filed pursuant to Rule 104(b).

                           2.       Energy Systems North East, LLC

                           (a)      Energy Systems North East, LLC
                                    10195 Ackerman Lane
                                    North East, Pennsylvania  16428

                                    ESNE has been designated as an exempt wholesale generator by the Federal Energy Regulatory
                                    Commission.  ESNE owns an 80 MW natural gas-fired cogeneration power plant located near North
                                    East, Pennsylvania.  ESNE sells electricity at wholesale to the New York Independent System
                                    Operator and sells thermal energy to a grape processing plant.  The Registrant owns 100% of the
                                    capital stock of Power, which owns 50% of the limited liability company interests of ESNE.  Part
                                    I(b), Part I(c) and Part I(d) for ESNE are filed pursuant to Rule 104(b).

Part II.

Relationship of Exempt Wholesale Generators and Foreign Utility Companies to System Companies

Organization charts showing the relationships of TL, UE, Power and ESNE to system companies are provided as Exhibits G-1 and G-2 to this Form U5S

Part III.

Aggregate Investment in Exempt Wholesale Generators and Foreign Utility Companies

Part III is filed pursuant to Rule 104(b).

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS


                    NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
                    ------------------------------------------
                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------
                               SEPTEMBER 30, 2003
                               ------------------

                                                                         Page
                                                                         ----
National Fuel Gas Company and Subsidiaries:
Report of Independent Accountants                                         39
Consolidating and Consolidated Balance Sheet at September 30, 2003       40-43
Consolidating and Consolidated Statement of Income for the Fiscal
  Year Ended September 30, 2003                                          44-45
Consolidating and Consolidated Statement of Earnings Reinvested in
  the Business for the Fiscal Year Ended September 30, 2003              46-47
Consolidating and Consolidated Statement of Comprehensive Income
  for the Fiscal Year Ended September 30, 2003                           48-49
Consolidating and Consolidated Statement of Cash Flows for the
  Fiscal Year Ended September 30, 2003                                   50-53

Seneca Resources Corporation:
Consolidating Balance Sheet at September 30, 2003                         54
Consolidating Statement of Income for the Fiscal Year Ended
  September 30, 2003                                                      55
Consolidating Statement of Earnings Reinvested in the Business
  for the Fiscal Year Ended September 30, 2003                            56
Consolidating Statement of Comprehensive Income for the Fiscal Year
  Ended September 30, 2003                                                57
Consolidating Statement of Cash Flows for the Fiscal Year
  Ended September 30, 2003                                                58

Highland Forest Resources, Inc.
Consolidating Balance Sheet at September 30, 2003                         59
Consolidating Statement of Income for the Fiscal Year Ended
  September 30, 2003                                                      60
Consolidating Statement of Earnings Reinvested in the Business
  for the Fiscal Year Ended September 30, 2003                            61
Consolidating Statement of Comprehensive Income for the Fiscal Year
  Ended September 30, 2003                                                62
Consolidating Statement of Cash Flows for the Fiscal Year
  Ended September 30, 2003                                                63

Upstate Energy, Inc.
Consolidating Balance Sheet at September 30, 2003                         64
Consolidating Statement of Income for the Fiscal Year Ended
  September 30, 2003                                                      65
Consolidating Statement of Earnings Reinvested in the Business
  for the Fiscal Year Ended September 30, 2003                            66
Consolidating Statement of Comprehensive Income for the Fiscal Year
  Ended September 30, 2003                                                67
Consolidating Statement of Cash Flows for the Fiscal Year
  Ended September 30, 2003                                                68

Toro Partners, LP:
Consolidating Balance Sheet at September 30, 2003                        69-70
Consolidating Statement of Income for the Fiscal Year Ended
  September 30, 2003                                                     71-72
Consolidating Statement of Earnings Reinvested in the Business
  for the Fiscal Year Ended September 30, 2003                           73-74
Consolidating Statement of Comprehensive Income for the Fiscal Year
  Ended September 30, 2003                                               75-76
Consolidating Statement of Cash Flows for the Fiscal Year
  Ended September 30, 2003                                               77-78

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Concluded)


                    NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
                    ------------------------------------------
                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------
                               SEPTEMBER 30, 2003
                               ------------------

                                                                         Page
                                                                         ----

Horizon Energy Development, Inc. and Subsidiaries:
Consolidating Balance Sheet at September 30, 2003                         79
Consolidating Statement of Income for the Fiscal Year Ended
  September 30, 2003                                                      80
Consolidating Statement of Earnings Reinvested in the Business
  for the Fiscal Year Ended September 30, 2003                            81
Consolidating Statement of Comprehensive Income for the Fiscal Year
  Ended September 30, 2003                                                82
Consolidating Statement of Cash Flows for the Fiscal Year
  Ended September 30, 2003                                                83

Horizon Energy Holdings, Inc.:
Consolidating Balance Sheet at September 30, 2003                         84
Consolidating Statement of Income for the Fiscal Year Ended
  September 30, 2003                                                      85
Consolidating Statement of Earnings Reinvested in the Business
  for the Fiscal Year Ended September 30, 2003                            86
Consolidating Statement of Comprehensive Income for the Fiscal Year
  Ended September 30, 2003                                                87
Consolidating Statement of Cash Flows for the Fiscal Year
  Ended September 30, 2003                                                88

Horizon Energy Development B.V.:
Consolidating Balance Sheet at September 30, 2003                         89
Consolidating Statement of Income for the Fiscal Year Ended
  September 30, 2003                                                      90
Consolidating Statement of Earnings Reinvested in the Business
  for the Fiscal Year Ended September 30, 2003                            91
Consolidating Statement of Comprehensive Income for the Fiscal Year
  Ended September 30, 2003                                                92
Consolidating Statement of Cash Flows for the Fiscal Year
  Ended September 30, 2003                                                93

United Energy, a.s.:
Consolidating Balance Sheet at September 30, 2003                         94
Consolidating Statement of Income for the Fiscal Year Ended
  September 30, 2003                                                      95
Consolidating Statement of Earnings Reinvested in the Business
  for the Fiscal Year Ended September 30, 2003                            96
Consolidating Statement of Comprehensive Income for the Fiscal Year
  Ended September 30, 2003                                                97
Consolidating Statement of Cash Flows for the Fiscal Year
  Ended September 30, 2003                                                98

Notes to Consolidated Financial Statements                                 *

        * The 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, 2003, are incorporated herein by reference.

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors
and Shareholders of
National Fuel Gas Company

In our opinion, the consolidated financial statements listed in the index appearing under Item 10 on Pages 37 and 38 present fairly, in all material respects, the financial position of National Fuel Gas Company and its subsidiaries at September 30, 2003, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Our audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The consolidating information on Pages 40 through 98 is presented for purposes of additional analysis rather than to present financial position, results of operations and cash flows of the individual companies. Accordingly, we do not express an opinion on the financial position, results of operations and cash flows of the individual companies. However, the consolidating information on Pages 40 through 98 has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole.

PricewaterhouseCoopers LLP



Buffalo, New York
October 23, 2003 


                                      NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
                                             CONSOLIDATING BALANCE SHEET
                                                AT SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)

                                                                                                                                       Horizon
                                          National     National      Seneca                    Highland     Data-Track    National      Energy       Upstate       Seneca      Niagara
                            National      Fuel Gas     Fuel Gas     Resources      Leidy        Forest        Account       Fuel      Development,   Energy,       Indep.     Indpendence    Horizon     Total Before Eliminations  Consolidated
                            Fuel Gas     Distribution   Supply     Corporation      Hub,     Resources, Inc. Services,   Resources,      Inc.          Inc.       Pipeline    Marketing,      Power,     Eliminations & Adjustments Company and
                             Company       Corp.        Corp.      (Consolidated)   Inc.      (Consolidated)   Inc.         Inc.      (Consolidated)(Consolidated) Company       Inc.          Inc.      & Adjustments Dr (Cr)      Subsidiaries
                           ------------  -----------  -----------  ------------  -----------  -----------   ------------ -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
          ASSETS

PROPERTY, PLANT
 & EQUIPMENT                   $ 2,015   $ 1,397,648   $ 830,157   $ 1,718,532          $ -    $ 312,630          $ 86      $ 1,158    $ 372,784      $ 15,321          $ -          $ -       $ 7,012   $ 4,657,343         $ -    $ 4,657,343

Less: Accumulated
Depreciation,
Depletion and
 Amortization                      132      361,218      338,264       780,227            -       23,467            78          988      153,585           190            -            -           107    1,658,256            -     1,658,256
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
                                 1,883    1,036,430      491,893       938,305            -      289,163             8          170      219,199        15,131            -            -         6,905    2,999,087            -     2,999,087
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

CURRENT ASSETS:

Cash and Temporary
 Cash Investments                  603          313        1,052        10,207          117        5,389           198        1,880       18,339         3,007           47            1            57       41,210       10,211        51,421
Notes Receivable
 -Intercompany                 448,000            -       13,100             -          800            -           500       28,100          600             -            -            -             -      491,100     (491,100)            -
Allowance for
 Uncollectible
 Accounts                            -      (12,666)        (657)         (851)           -            -             -       (1,700)      (2,068)            -            -            -             -      (17,942)           -       (17,942)
Accounts Receivable
 -Intercompany                  22,412        7,352       16,762         3,881            1          538            59          155           22           179            -            -            12       51,373      (51,373)            -
Accounts Receivable                389       91,103       13,345        27,678            -        5,535             2        8,085        7,233         1,040            -            -            64      154,474            -       154,474
Unbilled Utility
 Revenue                             -       20,154            -             -            -            -             -            -        7,289             -            -            -             -       27,443            -        27,443
Dividends Receivable
 -Intercompany                  18,500            -            -           454            -            -             -            -            -             -            -            -             -       18,954      (18,954)            -
Materials and
 Supplies - at
 average cost                        -        6,221        8,327         1,047            -       14,346             -          172        3,759             -            -            -             -       33,872       (1,561)       32,311
Gas Stored
 Underground                         -       75,159            -             -            -            -             -       14,481            -             -            -            -             -       89,640            -        89,640
Unrecovered
 Purchased
 Gas Costs                           -       28,692            -             -            -            -             -            -            -             -            -            -             -       28,692            -        28,692
Fair Value of Derivative
 Financial Instruments               -            -            -           194            -            -             -          349            -         1,155            -            -             -        1,698            -         1,698
Prepayments                        316       27,292        5,591         5,689            -        4,125             3          113           87             -            -            -            10       43,226           (1)       43,225
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
                               490,220      243,620       57,520        48,299          918       29,933           762       51,635       35,261         5,381           47            1           143      963,740     (552,778)      410,962
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

OTHER ASSETS:

Recoverable Future
 Taxes                               -       75,706        4,945             -            -        4,167             -            -            -             -            -            -             -       84,818            -        84,818
Unamortized Debt
 Expense                        10,755        6,556        6,447             -            -          290             -            -            -             -            -            -             -       24,048       (1,929)       22,119
Other Regulatory
 Assets                          2,996       41,235        3,091             -            -        2,294             -            -            -             -            -            -             -       49,616            -        49,616
Deferred Charges                 1,947        2,513        2,007           464            -         (160)            -        2,327           12             -            8            -             -        9,118       (1,590)        7,528
Other Investments               20,169            -            -             -            -            -             -            -            -             -            -            -             -       20,169       43,856        64,025
Investment in Unconsolidated
 Subsidiaries                        -            -            -             -            -            -             -            -            -             -            -            -        16,425       16,425            -        16,425
Goodwill                             -            -            -             -            -        5,476             -            -            -             -            -            -             -        5,476            -         5,476
Investment in
 Associated
 Companies                   1,157,891            -           61        19,158            -            -             -            -            -             -            -            -             -    1,177,110   (1,177,110)            -
Notes Receivable -
Intercompany                 1,096,400            -            -             -            -            -             -            -            -             -            -            -             -    1,096,400   (1,096,400)            -
Intangible Assets               10,274            -            -             -            -        7,867             -            -            -        31,523            -            -             -       49,664            -        49,664
Other                                -        7,797          544            61            -          778             -            -          466             -            -            -             -        9,646        8,549        18,195
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
                             2,300,432      133,807       17,095        19,683            -       20,712             -        2,327          478        31,523            8            -        16,425    2,542,490   (2,224,624)      317,866
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
                             2,792,535    1,413,857      566,508     1,006,287          918      339,808           770       54,132      254,938        52,035           55            1        23,473    6,505,317   (2,777,402)    3,727,915
                           ============  ===========  ===========  ============  ===========  ===========  ============  ===========  ===========   ===========  ===========  ===========   ===========  ===========  ===========   ===========

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,  2003,
incorporated herein by reference.



                                      NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
                                             CONSOLIDATING BALANCE SHEET
                                                AT SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)
                                                                                                                                       Horizon
                                          National     National      Seneca                    Highland     Data-Track    National      Energy       Upstate       Seneca      Niagara
                            National      Fuel Gas     Fuel Gas     Resources      Leidy        Forest        Account       Fuel      Development,   Energy,       Indep.     Indpendence    Horizon     Total Before Eliminations  Consolidated
                            Fuel Gas     Distribution   Supply     Corporation      Hub,     Resources, Inc. Services,   Resources,      Inc.          Inc.       Pipeline    Marketing,      Power,     Eliminations & Adjustments Company and
                             Company       Corp.        Corp.      (Consolidated)   Inc.     (Consolidated)    Inc.         Inc.     (Consolidated)(Consolidated)  Company       Inc.          Inc.      & Adjustments Dr (Cr)      Subsidiaries
                           ------------  -----------  -----------  ------------  -----------  -----------   ------------ -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
CAPITALIZATION
AND LIABILITIES

CAPITALIZATION:
Common Stock $1 Par
 Value; Authorized -
 200,000,000 Shares;
 Issued and
 Outstanding -
 81,438,290 Shares            $ 81,438          $ -          $ -           $ -          $ -          $ -           $ -          $ -          $ -           $ -          $ -          $ -           $ -     $ 81,438          $ -      $ 81,438
Capital Stock of
 Subsidiaries                        -       59,170       25,345           500            4            4             1           10            5             1            1            1             1       85,043      (85,043)            -
Paid in Capital                478,799      121,668       35,894       104,035        1,365       22,162           499       33,490       38,246         6,800            -            -         5,020      847,978     (369,179)      478,799
Earnings Reinvested
 in the Business               642,690      367,474      259,724       (28,273)        (628)     111,931           256       11,111      (23,210)       (5,791)      (9,778)           -          (129)   1,325,377     (682,687)      642,690
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
Total Common Shareholder
 Equity Before Items of Other
 Comprehensive Income        1,202,927      548,312      320,963        76,262          741      134,097           756       44,611       15,041         1,010       (9,777)           1         4,892    2,339,836   (1,136,909)    1,202,927
Accumulated Other
 Comprehensive
 Income (Loss)                 (65,537)           -          124          (225)           -          225             -         (104)      21,822         1,335            -            -             -      (42,360)     (23,177)      (65,537)
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
Total Comprehensive
 Shareholders' Equity        1,137,390      548,312      321,087        76,037          741      134,322           756       44,507       36,863         2,345       (9,777)           1         4,892    2,297,476   (1,160,086)    1,137,390

Long-Term Debt,
 Net of Current
 Portion                     1,096,400          102            -             -            -       41,433             -            -        9,844             -            -            -             -    1,147,779            -     1,147,779
Notes Payable -
 Intercompany                        -      218,310       39,770       688,550            -       60,000             -            -       89,770             -            -            -             -    1,096,400   (1,096,400)            -
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
Total Capitalization         2,233,790      766,724      360,857       764,587          741      235,755           756       44,507      136,477         2,345       (9,777)           1         4,892    4,541,655   (2,256,486)    2,285,169
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

Minority Interest in
 Foreign Subsidiaries                -            -            -             -            -            -             -            -       33,281             -            -            -             -       33,281            -        33,281
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

CURRENT AND ACCRUED
LIABILITIES:
Notes Payable to
 Banks and
 Commercial Paper              118,200            -            -             -            -            -             -            -            -             -            -            -             -      118,200            -       118,200
Notes Payable -
 Intercompany                   60,400      193,000       75,000        32,700            -       18,800             -            -       29,700        48,300       14,400            -        18,800      491,100     (491,100)            -
Current Portion of
 Long-Term Debt                225,000            -            -             -            -        9,334             -            -        7,397             -            -            -             -      241,731            -       241,731
Accounts Payable                   160       52,648       13,254        32,777            -        4,189            14        6,115       20,927           233            -            -           384      130,701       (4,922)      125,779
Accounts Payable to Customers        -          692            -             -            -            -             -            -            -             -            -            -             -          692            -           692
Accounts Payable -
Intercompany                     1,244       12,787        2,068        16,636           38        2,655            57         (933)       2,729           152           17            -           104       37,554      (37,554)            -
Dividends Payable -
 Intercompany                        -        9,100        6,500         2,454            -          700             -          200            -             -            -            -             -       18,954      (18,954)            -
Fair Value of Derivative
 Financial Instruments               -            -            -        13,675            -        4,253             -            -            -             -            -            -             -       17,928            -        17,928
Other Accruals and
 Current Liabilities            45,520       15,768        6,892       (19,575)           8        2,849            (7)       4,810          973            (8)      (4,351)           -        (1,076)      51,803        1,048        52,851
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
                               450,524      283,995      103,714        78,667           46       42,780            64       10,192       61,726        48,677       10,066            -        18,212    1,108,663     (551,482)      557,181
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

DEFERRED CREDITS:
Accumulated Deferred
 Income  Taxes                 (49,750)     185,042       75,999       132,866          131       60,609           (62)      (2,074)      20,512           161         (234)           -           304      423,504         (222)      423,282
Taxes Refundable to
 Customers                           -       16,195       (2,676)            -            -            -             -            -            -             -            -            -             -       13,519            -        13,519
Unamortized
 Investment Tax
 Credit                              -        7,958          241             -            -            -             -            -            -             -            -            -             -        8,199            -         8,199
Cost of Removal Regulatory Liab      -       64,471       20,350             -            -            -             -            -            -             -            -            -             -       84,821            -        84,821
Other Regulatory Liabs               -       69,621          246             -            -            -             -            -            -             -            -            -             -       69,867            -        69,867
Pension Liability              152,285        1,778        1,200          (395)           -           62             -          (59)           -             -            -            -             -      154,871            -       154,871
Asset Retirement Obligation          -            -            -        27,493            -            -             -            -            -             -            -            -             -       27,493            -        27,493
Other Deferred
 Credits                         5,686       18,073        6,577         3,069            -          602            12        1,566        2,942           852            -            -            65       39,444       30,788        70,232
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
                               108,221      363,138      101,937       163,033          131       61,273           (50)        (567)      23,454         1,013         (234)           -           369      821,718       30,566       852,284
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
                           $ 2,792,535   $1,413,857    $ 566,508   $ 1,006,287        $ 918    $ 339,808         $ 770     $ 54,132    $ 254,938      $ 52,035         $ 55          $ 1      $ 23,473   $6,505,317  $(2,777,402)  $ 3,727,915
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

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,  2003, incorporated herein by reference.



                                      NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
                                          CONSOLIDATING STATEMENT OF INCOME
                                     FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)

                                                                                                                                       Horizon
                                          National     National      Seneca                    Highland     Data-Track    National      Energy       Upstate       Seneca      Niagara
                            National      Fuel Gas     Fuel Gas     Resources      Leidy        Forest        Account       Fuel      Development,   Energy,       Indep.     Indpendence    Horizon     Total Before Eliminations  Consolidated
                            Fuel Gas     Distribution   Supply     Corporation      Hub,     Resources, Inc. Services,   Resources,      Inc.          Inc.       Pipeline    Marketing,      Power,     Eliminations & Adjustments Company and
                             Company       Corp.        Corp.      (Consolidated)   Inc.     (Consolidated)    Inc.         Inc.     (Consolidated)(Consolidated)  Company       Inc.          Inc.      & Adjustments  Dr (Cr)     Subsidiaries
                           ------------  -----------  -----------  ------------  -----------  -----------   ------------ -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------


OPERATING REVENUE:                 $ -   $ 1,162,983   $ 180,537     $ 316,730          $ -     $ 76,818         $ 415    $ 304,659    $ 114,070       $ 2,434          $ -          $ -         $ 517   $ 2,159,163  $ (123,692)   $ 2,035,471
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

OPERATING EXPENSE:
Purchased Gas                        -      773,126          913         1,216            -            -             -      293,449            -           630            -            -             -    1,069,334     (105,767)      963,567
Fuel Used in Heat and
 Electric Generation                 -            -            -             -            -            -             -           (4)      61,033             -            -            -             -       61,029            -        61,029
Operation and Maintenance        4,085      179,052       58,307        90,000            6       42,682           389        2,803       29,555           612           39            -         1,200      408,730      (22,460)      386,270
Property, Franchise &
 Other Taxes                       578       52,274       11,358        12,312            -        3,094             -           16        2,846             -            -            -            26       82,504            -        82,504
Impairment of Oil & Gas
 Producing Properties                -            -            -        42,774            -            -             -            -            -             -            -            -             -       42,774            -        42,774
Depreciation, Depletion
 and Amortization                    -       38,186       28,845        99,574            -       14,313            26          117       13,910           190            -            -            21      195,182           44       195,226
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
                                 4,663    1,042,638       99,423       245,876            6       60,089           415      296,381      107,344         1,432           39            -         1,247    1,859,553     (128,183)    1,731,370
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
Gain on Sale of Timber
 Properties                          -            -            -             -            -      168,787             -            -            -             -            -            -             -      168,787            -       168,787
Loss on Sale of Oil & Gas
 Producing Properties                -            -            -       (58,472)           -            -             -            -            -             -            -            -             -      (58,472)           -       (58,472)
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

Operating Income
(Loss)                          (4,663)     120,345       81,114        12,382           (6)     185,516             -        8,278        6,726         1,002          (39)           -          (730)     409,925        4,491       414,416
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

OTHER INCOME (EXPENSE):
Income from Unconsolidated
 Subsidiaries                        -            -            -             -            -            -             -            -            -             -            -            -           535          535            -           535
Unremitted Earnings/(Loss)
 of Subsidiaries               109,145            -            -             -            -            -             -            -            -             -            -            -             -      109,145     (109,145)            -
Dividends from
 Subsidiaries                   71,808            -            -         1,111            -            -             -            -            -             -            -            -             -       72,919      (72,919)            -
Interest-Intercompany           94,954           87           26         1,098           12            -             8          595            8             2            -            -             -       96,790      (96,790)            -
Other Income                       838        2,355          560            74            -          379           (43)         378        2,259             -            -            -           214        7,014         (127)        6,887
Interest on Long-Term
 Debt                          (89,643)           -            -             -            -       (1,738)            -            -       (1,385)            -            -            -             -      (92,766)           -       (92,766)
Interest-Intercompany             (977)     (23,341)      (8,537)      (52,919)           -       (4,792)            -            -       (5,777)         (229)        (218)           -             -      (96,790)      96,790             -
Other Interest                  (3,227)      (5,781)      (1,236)         (407)           -           14             -          (33)      (1,538)            -            -            -          (292)     (12,500)         210       (12,290)
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

Income (Loss) Before
 Income Taxes
 and Minority
 Interest in
 Foreign
 Subsidiaries                  178,235       93,665       71,927       (38,661)           6      179,379           (35)       9,218          293           775         (257)           -          (273)     494,272     (177,490)      316,782
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

Income Taxes                      (709)      36,857       29,533       (14,215)           2       70,395           (14)       3,350          876           314          (90)           -           (23)     126,276        1,885       128,161
Minority Interest in
 Foreign Subsidiaries                -            -            -             -            -            -             -            -         (785)            -            -            -             -         (785)           -          (785)
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

Income/(Loss) Before
 Cumulative Effect             178,944       56,808       42,394       (24,446)           4      108,984           (21)       5,868       (1,368)          461         (167)           -          (250)     367,211     (179,375)      187,836
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
Cumulative Effect of
 Change in Accounting                -            -            -          (637)           -            -             -            -       (8,255)            -            -            -             -       (8,892)           -        (8,892)
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

Net Income (Loss)
 Available for
 Common Stock                $ 178,944     $ 56,808     $ 42,394     $ (25,083)         $ 4    $ 108,984         $ (21)     $ 5,868     $ (9,623)        $ 461       $ (167)         $ -        $ (250)   $ 358,319   $ (179,375)    $ 178,944
                           ============  ===========  ===========  ============  ===========  ===========  ============  ===========  ===========   ===========  ===========  ===========   ===========  ===========  ===========   ===========
                                                                                                                                                                                                                                     ==========
                                                                                                                         Used in Diluted Calculation                                                                                81,357,896
                                                                                                                                                                                                                                    ==========
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, 2003,
incorporated by reference.



                                      NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
                            CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
                                     FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)

                                                                                                                                       Horizon
                                          National     National      Seneca                    Highland     Data-Track    National      Energy       Upstate       Seneca      Niagara
                            National      Fuel Gas     Fuel Gas     Resources      Leidy        Forest        Account       Fuel      Development,   Energy,       Indep.     Indpendence    Horizon     Total Before Eliminations  Consolidated
                            Fuel Gas     Distribution   Supply     Corporation      Hub,     Resources, Inc. Services,   Resources,      Inc.          Inc.       Pipeline    Marketing,      Power,     Eliminations & Adjustments Company and
                             Company       Corp.        Corp.     (Consolidated)    Inc.     (Consolidated)    Inc.         Inc.     (Consolidated)(Consolidated)  Company        Inc.          Inc.     & Adjustments  Dr (Cr)     Subsidiaries
                           ------------  -----------  -----------  ------------  -----------  -----------   ------------ -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

EARNINGS REINVESTED
IN THE BUSINESS

Balance at Beginning
 of Year                     $ 549,397    $ 346,266    $ 242,705       $ 5,920       $ (632)     $ 5,147         $ 277      $ 5,943    $ (13,587)     $ (6,252)    $ (9,611)         $ -         $ 121   $ 1,125,694  $ (576,297)    $ 549,397

Net Income (Loss)
 Available for
 Common Stock                  178,944       56,808       42,394       (25,083)           4      108,984           (21)       5,868       (9,623)          461         (167)           -          (250)     358,319     (179,375)      178,944

Dividends on Common
 Stock (2003 - $1.06
 per share)                    (85,651)     (35,600)     (25,375)       (9,110)           -       (2,200)            -         (700)           -             -            -            -             -     (158,636)      72,985       (85,651)
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------


Balance at End of Year       $ 642,690    $ 367,474    $ 259,724     $ (28,273)      $ (628)   $ 111,931         $ 256     $ 11,111    $ (23,210)     $ (5,791)    $ (9,778)         $ -        $ (129)  $ 1,325,377  $ (682,687)    $ 642,690
                           ============  ===========  ===========  ============  ===========  ===========  ============  ===========  ===========   ===========  ===========  ===========   ===========  ===========  ===========   ===========


At September 30, 2003                                                                                                                    ANALYSIS OF INVESTMENTS IN ASSOCIATED COMPANIES AT SEPTEMBER 30, 2003

                                                                                                                                                      Par or                   Earnings                               Total Investment
Intercompany Eliminations:                                                                                                                          Stated Value             Reinvested in  Unremitted   Accumulated   in Associated
                                                                                                                                                        of          Paid      the Business   Earnings      Other         Companies
                                                                                                                                                    Subsidiary       In           at          Since      Comprehensive      at
Earnings Reinvested in the Business:                                                                                                                  Stock       Capital     Acquisition   Acquisition    Income         Equity
                                                                                                                                                    -----------  -----------  -----------   -----------  ------------ ----------------
 Unremitted Earnings of Subsidiaries                                                                                     Registrant:
  Since Acquisition                                      693,029                                                         Distribution
 Earnings Reinvested in the Business                                                                                      Corporation                 $ 59,170    $ 121,668      $ 4,636     $ 362,838          $ -    $ 548,312
  of Subsidiaries at Acquisition                           7,095                                                         Supply Corporation             25,345       35,833        2,453       257,271          124      321,026
 Consolidating Adjustment                                (17,437)                                                        Seneca Resources                  500      104,035            6       (28,279)        (225)      76,037
                                                       -----------
                                                       $ 682,687                                                         Leidy Hub                           4        1,365            -          (628)           -          741
                                                       ===========
                                                                                                                         Highland                            4        3,004            -       111,931          225      115,164
                                                                                                                         Data-Track                          1          499            -           256            -          756
Net Income Available for Common Stock:                                                                                   NFR                                10       33,490            -        11,111         (104)      44,507
 Subsidiaries-Dividends on                                                                                               Horizon                             5       38,246            -       (23,210)      21,822       36,863
  Common Stock                                            72,985                                                         Upstate                             1        6,800            -        (5,791)       1,335        2,345
 Unremitted Earnings of Subsidiaries                     109,145                                                         Seneca Independence                 1            -            -        (9,778)           -       (9,777)
 Consolidating Adjustment                                 (2,755)                                                        Niagara Independence                1            -            -             -            -            1
                                                      -----------
                                                         179,375                                                         Horizon Power, Inc.                 1        5,020            -          (129)           -        4,892
                                                      ===========
                                                                                                                         Consolidating
                                                                                                                          Adjustment                         -            -            -        17,437         (413)      17,024
                                                                                                                                                    -----------  -----------  -----------   -----------  -----------  -----------
                                                                                                                                                        85,043      349,960        7,095       693,029       22,764    1,157,891

See Notes to Consolidated  Financial  Statements  included in Item 8 of National                                         Seneca Corporation:
Fuel Gas  Company's  Form 10-K for the fiscal  year ended  September  30,  2003,                                          Highland                           -       19,158            -             -            -       19,158
incorporated herein by reference.                                                                                        Supply Corporation:
                                                                                                                          Seneca Resources                   -           61            -             -            -           61
                                                                                                                                                    -----------  -----------  -----------   -----------  -----------  -----------
                                                                                                                                                      $ 85,043    $ 369,179      $ 7,095     $ 693,029     $ 22,764   $1,177,110
                                                                                                                                                    ===========  ===========  ===========   ===========  ===========  ===========

                                      NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
                                   CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
                                     FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)

                                                                                                                                         Horizon
                                          National     National      Seneca                    Highland     Data-Track     National      Energy       Upstate       Seneca      Niagara
                            National      Fuel Gas     Fuel Gas     Resources      Leidy        Forest        Account        Fuel      Development,   Energy,       Indep.     Indpendence    Horizon     Total Before Eliminations  Consolidated
                            Fuel Gas     Distribution   Supply     Corporation      Hub,     Resources, Inc. Services,    Resources,      Inc.          Inc.       Pipeline    Marketing,      Power,     Eliminations & Adjustments Company and
                             Company       Corp.        Corp.     (Consolidated)    Inc.     (Consolidated)    Inc.          Inc.     (Consolidated)(Consolidated) Company        Inc.          Inc.      & Adjustments  Dr (Cr)     Subsidiaries
                           ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
Net Income (Loss) Available
 for Common Stock            $ 178,944     $ 56,808     $ 42,394     $ (25,083)         $ 4    $ 108,984         $ (21)     $ 5,868     $ (9,623)        $ 461       $ (167)         $ -        $ (250)   $ 358,319   $ (179,375)    $ 178,944

Other Comprehensive Income
 (Loss), Before Tax:
 Minimum Pension Liability Adj.(86,170)           -            -             -            -            -             -            -            -             -            -            -             -      (86,170)           -       (86,170)
 Foreign Currency
  Translation Adjustment        54,472            -            -        36,821            -            -             -            -       17,651             -            -            -             -      108,944      (54,472)       54,472
 Reclassification Adjustment
  for Realized Foreign Currency
  Translation (Gain) in Net
  Income                        (9,607)           -            -        (9,607)           -            -             -            -            -             -            -            -             -      (19,214)       9,607        (9,607)
 Unrealized Gain on
  Securities Available
  for Sale Arising During
  the Period                     2,419            -            -             -            -            -             -            -            -             -            -            -             -        2,419            -         2,419
 Unrealized Gain/(Loss) on
  Derivative Financial
  Instruments Arising During
  the Period                   (47,777)           -       (1,330)      (41,696)           -         (405)            -       (7,035)           -         2,689            -            -             -      (95,554)      47,777       (47,777)
 Reclassification Adjustment
  for Realized (Gain)/Loss on
  Derivative Financial Instruments
  in Net Income                 69,809            -        1,759        60,123            -          630             -        8,139            -          (842)           -            -             -      139,618      (69,809)       69,809
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
Other Comprehensive Income
 (Loss), Before Tax            (16,854)           -          429        45,641            -          225             -        1,104       17,651         1,847            -            -             -       50,043      (66,897)      (16,854)
 Income Tax Benefit Related
  to Minimum Pension Liability (30,159)           -            -             -            -            -             -            -            -             -            -            -             -      (30,159)           -       (30,159)
 Income Tax Expense/(Benefit) Related
  to Unrealized Gain/(Loss)
  on Securities Available
  for Sale Arising During
  the Period                       847            -            -             -            -            -             -            -            -             -            -            -             -          847            -           847
 Income Tax Expense/(Benefit) Related
  to Unrealized Gain/(Loss)
  on Derivative Financial
  Instruments Arising During
  the Period                   (18,594)           -         (555)      (15,594)           -            -             -       (2,866)           -           421            -            -             -      (37,188)      18,594       (18,594)
 Reclassification Adjustment for
  for Realized (Gain)/Loss on
  Derivative Financial
  Instruments in Net Income     26,953            -          726        23,186            -            -             -        3,266            -          (225)           -            -             -       53,906      (26,953)       26,953
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
Income Taxes - Net             (20,953)           -          171         7,592            -            -             -          400            -           196            -            -             -      (12,594)      (8,359)      (20,953)
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------
Other Comprehensive Income/
 (Loss)                          4,099            -          258        38,049            -          225             -          704       17,651         1,651            -            -             -       62,637      (58,538)        4,099
                           ------------  -----------  -----------  ------------  -----------  -----------  ------------  -----------  -----------   -----------  -----------  -----------   -----------  -----------  -----------   -----------

Comprehensive Income (Loss)  $ 183,043     $ 56,808     $ 42,652      $ 12,966          $ 4    $ 109,209         $ (21)     $ 6,572      $ 8,028       $ 2,112       $ (167)         $ -        $ (250)   $ 420,956   $ (237,913)    $ 183,043
                           ============  ===========  ===========  ============  ===========  ===========  ============  ===========  ===========   ===========  ===========  ===========   ===========  ===========  ===========   ===========


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,  2003,
incorporated herein by reference.




                                       NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
                                         CONSOLIDATING STATEMENT OF CASH FLOWS
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                 (THOUSANDS OF DOLLARS)

                                                                                                                                            Horizon
                                              National     National      Seneca                   Highland      Data-Track    National      Energy       Upstate       Seneca      Niagara
                                 National     Fuel Gas     Fuel Gas    Resources      Leidy        Forest        Account        Fuel      Development,   Energy,       Indep.     Indpendence   Horizon   Total Before Eliminations Consolidated
                                 Fuel Gas    Distribution   Supply     Corporation     Hub,     Resources, Inc. Services,    Resources,      Inc.          Inc.       Pipeline    Marketing,    Power,    Eliminations & Adjustment Company and
                                 Company       Corp.        Corp.      (Consolidated)  Inc.     (Consolidated)     Inc.         Inc.     (Consolidated (Consolidated) Company        Inc.        Inc.     & Adjustments  Dr (Cr)    Subsidiaries
                                -----------  -----------  -----------  -----------  -----------  -----------    -----------  -----------  -----------  ------------- -----------  -----------  ---------- ------------- ----------  -----------
OPERATING ACTIVITIES:
Net Income (Loss) Available
 for Common Stock                $ 178,944     $ 56,808     $ 42,394    $ (25,083)         $ 4    $ 108,984        $ (21)     $ 5,868     $ (9,623)       $ 461       $ (167)         $ -      $ (250)   $ 358,319    $ (179,375)  $ 178,944
Adjustments to Reconcile Net
 Income to Net Cash Provided
 by Operating Activities:
  Gain on Sale of Timber Property        -            -            -            -            -     (168,787)           -            -            -            -            -            -           -     (168,787)           -     (168,787)
  Loss on Sale of Oil & Gas Prop.        -            -            -       58,472            -            -            -            -            -            -            -            -           -       58,472            -       58,472
  Impairment of Oil & Gas Prop.          -            -            -       42,774            -            -            -            -            -            -            -            -           -       42,774            -       42,774
  Cumul. Effect of Change in Acctg.      -            -            -          637            -            -            -            -        8,255            -            -            -           -        8,892            -        8,892
  Unremitted (Earnings)/Loss of
   Subsidiaries                   (109,145)           -            -            -            -            -            -            -            -            -            -            -           -     (109,145)     109,145            -
  Depreciation, Depletion
   and Amortization                      -       38,186       28,845       99,574            -       14,313           26          117       13,910          190            -            -          21      195,182           44      195,226
  Deferred Income Taxes             (1,337)      20,116        8,729      (12,488)          (1)      55,975          (15)        (238)       3,155          178        4,143            -         152       78,369            -       78,369
  (Income) Loss from Unconsolidated
  Subsidiaries, Net of Cash
  Distributions                          -            -            -            -            -            -            -            -            -            -            -            -         703          703            -          703
 Minority Interest in Foreign
  Subsidiaries                           -            -            -            -            -            -            -            -          785            -            -            -           -          785            -          785
 Other                               1,539          698        1,728           (9)           -        1,157           52            -            -          341            -            -           -        5,506        5,783       11,289

Change in:
 Receivables and Unbilled
  Utility Revenue                      (47)     (38,506)      (3,763)       4,939            -          837            -         (569)       1,003          995            -            -          (7)     (35,118)           -      (35,118)
 Accounts Receivable-
  Intercompany                       3,731       (2,924)      (6,356)       1,428            4         (337)          14        1,037          (21)        (212)           -            -         (12)      (3,648)       3,648            -
 Gas Stored Underground
  and Material and Supplies              -       (9,807)        (515)       2,117            -          747            -      (10,598)          (8)       6,770            -            -           -      (11,294)      (1,127)     (12,421)
 Unrecovered Purchased Gas Costs         -      (16,261)           -            -            -            -            -            -            -            -            -            -           -      (16,261)           -      (16,261)
 Prepayments                           171          417          117        1,492            -       (1,290)          (1)         (17)         (27)           -            -            -           -          862            -          862
 Accounts Payable                      108       26,199         (882)        (479)           -       (2,561)         (40)       4,244          224         (265)           -            -         236       26,784       (6,349)      20,435
 Amounts Payable to Customers            -          692            -            -            -            -            -            -            -            -            -            -           -          692            -          692
 Accounts Payable-Intercompany         306         (429)       1,254       (1,970)           1         (924)         (25)      (1,112)         440           81           (8)           -         (16)      (2,402)       2,402            -
 Other Accruals and Current
 Liabilities                        (2,337)      10,725        3,976       (5,465)           3        2,511           12       (1,162)       2,980          236       (4,233)           -        (536)       6,710        1,885        8,595
 Other Assets                          653      (26,866)      (2,695)          24            1          973            -        2,306            3       (1,155)          (8)           -           -      (26,764)      (3,152)     (29,916)
 Other Liabilities                  (9,101)      (9,019)      (4,159)      (1,300)          (1)        (693)           5       (6,821)       1,130        1,130            -            -        (393)     (29,222)      12,524      (16,698)
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------   ----------   ----------  -----------
Net Cash Provided by
(Used in) Operating
Activities                        $ 63,485     $ 50,029     $ 68,673    $ 164,663         $ 11     $ 10,905          $ 7     $ (6,945)    $ 22,206      $ 8,750       $ (273)         $ -      $ (102)   $ 381,409    $ (54,572)   $ 326,837
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------   ----------   ----------  -----------

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,  2003,
incorporated herein by reference.

(Consolidating Statement of Cash Flows continues on pages 52 and 53)



                                       NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
                                         CONSOLIDATING STATEMENT OF CASH FLOWS
                                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                 (THOUSANDS OF DOLLARS)

                                                                                                                                         Horizon
                                              National     National      Seneca                   Highland     Data-Track   National     Energy       Upstate       Seneca     Niagara
                                 National     Fuel Gas     Fuel Gas    Resources      Leidy        Forest       Account       Fuel    Development,    Energy,       Indep.    Indpendence   Horizon     Total Before Eliminations Consolidated
                                 Fuel Gas    Distribution   Supply     Corporation     Hub,     Resources, Inc. Services,   Resources,    Inc.          Inc.       Pipeline   Marketing,    Power,      Eliminations & Adjustment Company and
                                 Company       Corp.        Corp.      Consolidated)   Inc.    (Consolidated)     Inc.        Inc.    (Consolidated (Consolidated) Company       Inc.        Inc.       & Adjustments  Dr (Cr)    Subsidiaries
                                -----------  -----------  -----------  ------------ -----------  -----------   ----------  ----------- ------------ -----------   ----------- -----------  ----------   ----------   ----------   -----------
INVESTING ACTIVITIES:
Capital Expenditures              $ (1,883)   $ (49,944)   $ (18,128)   $ (76,129)         $ -     $ (3,248)         $ -       $ (164)    $ (2,499)         $ -          $ -          $ -      $ (256)   $ (152,251)        $ -   $ (152,251)
Investment in Subsidiaries               -            -            -            -            -     (181,152)           -            -            -      (47,662)           -            -           -     (228,814)           -     (228,814)
Investment in Partnerships               -            -            -            -            -            -            -            -            -            -            -            -        (375)        (375)           -         (375)
Change in Notes
 Receivable - Intercompany         102,600            -      (13,100)      44,300            -            -          100        8,900         (230)           -            -            -           -      142,570     (142,570)           -
Net Proceeds from Sale of
 Timber Properties                       -            -            -            -            -      186,014            -            -            -            -            -            -           -      186,014            -      186,014
Net Proceeds from Sale of
 Oil & Gas Properties                    -            -            -       78,531            -            -            -            -            -            -            -            -           -       78,531            -       78,531
Other                                    -           78          592           12            -        1,339            -            -        1,310            -            -            -          42        3,373        8,692       12,065
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------   ----------   ----------  -----------
Net Cash Provided by (Used In)
 Investing  Activities             100,717      (49,866)     (30,636)      46,714            -        2,953          100        8,736       (1,419)     (47,662)           -            -        (589)      29,048     (133,878)    (104,830)
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------   ----------   ----------  -----------

FINANCING ACTIVITIES:
Change in Notes Payable to
 Banks and Commercial Paper       (135,800)           -            -       (9,567)           -            -            -            -       (2,255)           -            -            -           -     (147,622)           -     (147,622)
Change in Notes
 Payable-Intercompany              (22,500)      31,810      (12,630)    (186,950)           -          300            -            -        4,900       41,900          300            -         300     (142,570)     142,570            -
Net Proceeds from Issuance of
 Long-Term Debt                     248,513            -            -            -            -            -            -            -            -            -            -            -           -      248,513            -      248,513
Reduction of Long-Term Debt       (202,600)         (61)           -            -            -       (7,000)           -            -      (18,165)           -            -            -           -     (227,826)           -     (227,826)
Proceeds from Issuance of
 Common Stock                       33,141            -            -            -            -            -            -            -            -            -            -            -           -       33,141      (16,122)      17,019
Dividends Paid on Common Stock     (84,530)     (35,200)     (24,962)      (8,656)           -       (1,900)           -         (600)           -            -            -            -           -     (155,848)      71,318      (84,530)
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------   ----------   ----------  -----------
Net Cash Provided by (Used in)
Financing Activities              (163,776)      (3,451)     (37,592)    (205,173)           -       (8,600)           -         (600)     (15,520)      41,900          300            -         300     (392,212)     197,766     (194,446)
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------   ----------   ----------  -----------
Effect of Exchange Rates
 on Cash                                 -            -            -       (1,635)           -            -            -            -        3,279            -            -            -           -        1,644            -        1,644
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------   ----------   ----------  -----------

Net Increase (Decrease) in
 Cash and Temporary Cash
 Investments                           426       (3,288)         445        4,569           11        5,258          107        1,191        8,546        2,988           27            -        (391)      19,889        9,316       29,205

Cash and Temporary Cash
 Investments at Beginning
 of Year                               177        3,601          607        5,638          106          131           91          689        9,793           19           20            1         448       21,321          895       22,216
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------   ----------   ----------  -----------

Cash and Temporary Cash
 Investments at End of Year          $ 603        $ 313      $ 1,052     $ 10,207        $ 117      $ 5,389        $ 198      $ 1,880     $ 18,339      $ 3,007         $ 47          $ 1        $ 57     $ 41,210     $ 10,211     $ 51,421
                                ===========  ===========  ===========  ===========  ===========  ===========  ===========  ===========  ===========  ===========  ===========  ===========  ==========   ==========   ==========  ===========


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,  2003,
incorporated herein by reference.




                                             SENECA RESOURCES CORPORATION
                                              CONSOLIDATING BALANCE SHEET
                                                 AT SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)


                                          Seneca                                                          Consolidated
                                         Resources      Total Canadian   Total Before                      Seneca and
                                        Corporation       Operations     Eliminations    Eliminations     Subsidiaries
                                       --------------   --------------  ---------------  --------------   --------------

ASSETS

PROPERTY, PLANT & EQUIPMENT              $ 1,433,471        $ 285,061      $ 1,718,532             $ -      $ 1,718,532
 Less: Accumulated  DD&A                     611,653          168,574          780,227               -          780,227
                                       --------------   --------------  ---------------  --------------   --------------
                                             821,818          116,487          938,305               -          938,305
                                       --------------   --------------  ---------------  --------------   --------------
CURRENT ASSETS:
 Cash and Temporary Cash Investments             629            9,578           10,207               -           10,207
 Allowance for Uncollectible Accounts           (851)               -             (851)              -             (851)
 Notes Receivable - Intercompany                   -                -                -               -                -
 Accounts Receivable                          21,567            6,111           27,678               -           27,678
 Accounts Receivable - Intercompany           29,548                -           29,548         (25,667)           3,881
 Dividends Receivable                            454                -              454               -              454
 Materials and Supplies                          307              740            1,047               -            1,047
 Fair Value of Derivative Fin. Instruments       194                -              194               -              194
 Prepayments                                   5,056              633            5,689               -            5,689
                                       --------------   --------------  ---------------  --------------   --------------
                                              56,904           17,062           73,966         (25,667)          48,299
                                       --------------   --------------  ---------------  --------------   --------------
OTHER ASSETS:
 Investment in Associated Companies          (40,140)               -          (40,140)         59,298           19,158
 Deferred Charges                                296              168              464               -              464
 Notes Receivable - Intercompany             146,797                -          146,797        (146,797)               -
 Other Assets                                     61                -               61               -               61
                                       --------------   --------------  ---------------  --------------   --------------
                                             107,014              168          107,182         (87,499)          19,683
                                       --------------   --------------  ---------------  --------------   --------------
TOTAL ASSETS                               $ 985,736        $ 133,717      $ 1,119,453      $ (113,166)     $ 1,006,287
                                       ==============   ==============  ===============  ==============   ==============

CAPITALIZATION & LIABILITIES

CAPITALIZATION:
 Common Stock                                    500                -              500               -              500
 Paid - in - Capital                         104,035          111,076          215,111        (111,076)         104,035
 Earnings Reinvested in the Business         (28,273)        (178,601)        (206,874)        178,601          (28,273)
                                       --------------   --------------  ---------------  --------------   --------------
 Total Common Shareholder
  Equity Before Items of Other
  Comprehensive Income                        76,262          (67,525)           8,737          67,525           76,262
 Accumulated Other
  Comprehensive Income (Loss)                   (225)           8,227            8,002          (8,227)            (225)
                                       --------------   --------------  ---------------  --------------   --------------
 Total Comprehensive Shareholders' Equity     76,037          (59,298)          16,739          59,298           76,037


 Notes Payable-Intercompany                  688,550          146,797          835,347        (146,797)         688,550
                                       --------------   --------------  ---------------  --------------   --------------

 Total Capitalization                        764,587           87,499          852,086         (87,499)         764,587
                                       --------------   --------------  ---------------  --------------   --------------

CURRENT AND ACCRUED LIABILITIES:
 Notes Payable to Banks and
  Commercial Paper                                 -                -                -               -                -
 Accounts Payable                             22,954            9,823           32,777               -           32,777
 Notes Payable - Intercompany                 32,700                -           32,700               -           32,700
 Accounts Payable - Intercompany              16,636           25,667           42,303         (25,667)          16,636
 Dividends Payable - Intercompany              2,454                -            2,454               -            2,454
 Fair Value of Derivative Fin. Instruments    13,675                -           13,675               -           13,675
 Other Accruals and Current
  Liabilities                                (19,939)             364          (19,575)              -          (19,575)
                                       --------------   --------------  ---------------  --------------   --------------
                                              68,480           35,854          104,334         (25,667)          78,667
                                       --------------   --------------  ---------------  --------------   --------------
DEFERRED CREDITS:
 Accumulated Deferred Income Taxes           124,106            8,760          132,866               -          132,866
 Pension Liability                              (395)               -             (395)              -             (395)
 Asset Retirement Obligation                  25,889            1,604           27,493               -           27,493
 Other Deferred Credits                        3,069                -            3,069               -            3,069
                                       --------------   --------------  ---------------  --------------   --------------
                                             152,669           10,364          163,033               -          163,033
                                       --------------   --------------  ---------------  --------------   --------------

TOTAL CAPITALIZATION & LIABILITIES         $ 985,736        $ 133,717      $ 1,119,453      $ (113,166)     $ 1,006,287
                                       ==============   ==============  ===============  ==============   ==============

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, 2003,
incorporated herein by reference.



                                             SENECA RESOURCES CORPORATION
                                           CONSOLIDATING STATEMENT OF INCOME
                                     FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)

                                          Seneca                                                          Consolidated
                                         Resources      Total Canadian   Total Before                      Seneca and
                                        Corporation       Operations     Eliminations    Eliminations     Subsidiaries
                                       --------------   --------------  ---------------  --------------   --------------

OPERATING REVENUE:                         $ 214,309        $ 102,421        $ 316,730             $ -        $ 316,730
                                       --------------   --------------  ---------------  --------------   --------------

OPERATING EXPENSE:
 Purchased Gas                                 1,216                -            1,216               -            1,216
 Operation and Maintenance                    58,419           31,581           90,000               -           90,000
 Property, Franchise & Other Taxes             4,693            7,619           12,312               -           12,312
 Depreciation, Depletion and
  Amortization                                72,879           26,695           99,574               -           99,574
 Impairment of Oil & Gas
  Producing Properties                       (12,261)          55,035           42,774               -           42,774
                                       --------------   --------------  ---------------  --------------   --------------
                                             124,946          120,930          245,876               -          245,876
 Loss on Sale of Oil & Gas
  Producing Properties                             -          (58,472)         (58,472)              -          (58,472)
                                       --------------   --------------  ---------------  --------------   --------------
 Operating Income (Loss)                      89,363          (76,981)          12,382               -           12,382
                                       --------------   --------------  ---------------  --------------   --------------

OTHER INCOME (EXPENSE):
 Unremitted Earnings/(Loss) of
  Subsidiary                                 (88,729)               -          (88,729)         88,729                -
 Dividends from Subsidiaries                   1,111                -            1,111               -            1,111
 Interest - Intercompany                       4,135                -            4,135          (3,037)           1,098
 Other Income                                     74                -               74               -               74
 Interest - Intercompany                     (52,919)          (3,037)         (55,956)          3,037          (52,919)
 Other Interest                                 (221)            (186)            (407)              -             (407)
                                       --------------   --------------  ---------------  --------------   --------------
                                            (136,549)          (3,223)        (139,772)         88,729          (51,043)
                                       --------------   --------------  ---------------  --------------   --------------
 Income (Loss) Before
  Income Taxes and
  Minority Interest in
  Foreign Subsidiary                         (47,186)         (80,204)        (127,390)         88,729          (38,661)
                                       --------------   --------------  ---------------  --------------   --------------

 Income Taxes                                (22,681)           8,466          (14,215)              -          (14,215)
                                       --------------   --------------  ---------------  --------------   --------------

 Income/(Loss) Before
  Cumulative Effect                          (24,505)         (88,670)        (113,175)         88,729          (24,446)
                                       --------------   --------------  ---------------  --------------   --------------
 Cumulative Effect of
  Change in Accounting                          (578)             (59)            (637)              -             (637)
                                       --------------   --------------  ---------------  --------------   --------------
 Net Income (Loss) Available
  for Common Stock                         $ (25,083)       $ (88,729)      $ (113,812)       $ 88,729        $ (25,083)
                                       ==============   ==============  ===============  ==============   ==============



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, 2003,
incorporated herein by reference.



                                             SENECA RESOURCES CORPORATION.
                            CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
                                     FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)


                                          Seneca                                                          Consolidated
                                         Resources      Total Canadian   Total Before                      Seneca and
EARNINGS REINVESTED IN THE BUSINESS     Corporation       Operations     Eliminations    Eliminations     Subsidiaries
                                       --------------   --------------  ---------------  --------------   --------------

Balance at Beginning of Year                 $ 5,920        $ (89,351)       $ (83,431)       $ 89,351          $ 5,920


Net Income (Loss) Available
for Common Stock                             (25,083)         (88,729)        (113,812)         88,729          (25,083)


Dividends on Common Stock                     (9,110)            (521)          (9,631)            521           (9,110)
                                       --------------   --------------  ---------------  --------------   --------------


Balance at End of Year                     $ (28,273)      $ (178,601)      $ (206,874)      $ 178,601        $ (28,273)
                                       ==============   ==============  ===============  ==============   ==============


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, 2003,
 incorporated herein by reference.


                                             SENECA RESOURCES CORPORATION
                                    CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
                                     FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)


                                          Seneca                                                          Consolidated
                                         Resources      Total Canadian   Total Before                      Seneca and
                                        Corporation       Operations     Eliminations    Eliminations     Subsidiaries
                                       --------------   --------------  ---------------  --------------   --------------

Net Income (Loss) Available
for Common Stock                           $ (25,083)       $ (88,729)      $ (113,812)       $ 88,729        $ (25,083)
                                       --------------   --------------  ---------------  --------------   --------------

Other Comprehensive Income
(Loss), Before Tax:
Foreign Currency
Translation Adjustment                        36,821           36,821           73,642         (36,821)          36,821
Reclassification Adjustment
for Realized Foreign Currency
Translation (Gain) in Net Income              (9,607)          (9,607)         (19,214)          9,607           (9,607)
Unrealized Loss on Derivative
Financial Instruments Arising
During the Period                            (41,696)          12,668          (29,028)        (12,668)         (41,696)
Reclassification Adjustment for Realized
Loss on Derivative Financial
Instruments in Net Income                     60,123            5,031           65,154          (5,031)          60,123
                                       --------------   --------------  ---------------  --------------   --------------
Other Comprehensive Loss,
 Before Tax                                   45,641           44,913           90,554         (44,913)          45,641
Income Tax Benefit Related to Unrealized
Loss on Derivative Financial
Instruments Arising During the Period        (15,594)           5,399          (10,195)         (5,399)         (15,594)
Reclassification Adjustment for Income Tax
Benefit on Realized Loss on Derivative
Financial Instruments Realized In Net Income  23,186            2,144           25,330          (2,144)          23,186
                                       --------------   --------------  ---------------  --------------   --------------

Income Taxes - Net                             7,592            7,543           15,135          (7,543)           7,592
                                       --------------   --------------  ---------------  --------------   --------------

Other Comprehensive Loss                      38,049           37,370           75,419         (37,370)          38,049
                                       --------------   --------------  ---------------  --------------   --------------

Comprehensive Loss                          $ 12,966        $ (51,359)       $ (38,393)       $ 51,359         $ 12,966
                                       ==============   ==============  ===============  ==============   ==============



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,  2003,
incorporated herein by reference.



                                            SENECA RESOURCES CORPORATION
                                       CONSOLIDATING STATEMENT OF CASH FLOWS
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)

                                             Seneca                                                     Consolidated
                                           Resources     Total Canadian  Total Before                    Seneca and
                                          Corporation      Operations    Eliminations   Eliminations     Subsidiary
                                          -------------  --------------  -------------  -------------   -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                            $ (25,083)      $ (88,729)    $ (113,812)      $ 88,729       $ (25,083)
 Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating
  Activities:
  Unremitted (Earnings)/Loss of Subsidiary      88,729               -         88,729        (88,729)              -
  Loss on Sale of Oil & Gas Producing Properties     -          58,472         58,472              -          58,472
  Impairment of Oil & Gas Producing Properties       -          42,774         42,774              -          42,774
  Cumul. Effect of Change in Acctg.                578              59            637              -             637
  Depreciation, Depletion &
   Amortization                                 72,879          26,695         99,574              -          99,574
  Deferred Income Taxes                        (20,449)          7,961        (12,488)             -         (12,488)
  Other                                             (9)              -             (9)             -              (9)

Change in:
 Receivables and Unbilled Utility
  Revenue                                          998           7,824          8,822         (3,883)          4,939
 Accounts Receivable - Intercompany             13,446               -         13,446        (12,018)          1,428
 Materials and Supplies                            627           1,490          2,117              -           2,117
 Prepayments                                     1,428              64          1,492              -           1,492
 Accounts Payable                                   92          (4,454)        (4,362)         3,883            (479)
 Accounts Payable - Intercompany                (1,515)        (15,536)       (17,051)        15,081          (1,970)
 Other Accruals and Current Liabilities         (5,673)            208         (5,465)             -          (5,465)
 Other Assets                                        -              24             24              -              24
 Other Liabilities                                 179           1,584          1,763         (3,063)         (1,300)
                                          -------------  --------------  -------------  -------------   -------------
Net Cash Provided by
 Operating Activities                          126,227          38,436        164,663              -         164,663
                                          -------------  --------------  -------------  -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital Expenditures                          (45,346)        (30,783)       (76,129)             -         (76,129)
 Net Proceeds from Sale of
  Oil & Gas Properties                           1,954          76,577         78,531              -          78,531
 Change in Notes
  Receivable - Intercompany                    107,816               -        107,816        (63,516)         44,300
 Other                                              12               -             12              -              12
                                          -------------  --------------  -------------  -------------   -------------
 Net Cash Used in Investing
  Activities                                    64,436          45,794        110,230        (63,516)         46,714
                                          -------------  --------------  -------------  -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Change in Notes Payable - Intercompany       (186,950)        (75,096)      (262,046)        75,096        (186,950)
 Change in Notes Payable to Banks and
  Commercial Paper                                   -          (9,567)        (9,567)             -          (9,567)
 Dividends Paid on Common Stock                 (8,656)              -         (8,656)             -          (8,656)
                                          -------------  --------------  -------------  -------------   -------------
 Net Cash Used in Financing
  Activities                                  (195,606)        (84,663)      (280,269)        75,096        (205,173)
                                          -------------  --------------  -------------  -------------   -------------


Effect of Exchange Rates on Cash                     -           9,945          9,945        (11,580)         (1,635)
                                          -------------  --------------  -------------  -------------   -------------

Net Increase (Decrease) in Cash
 and Temporary Cash Investments                 (4,943)          9,512          4,569              -           4,569

Cash and Temporary Cash Investments
 at Beginning of Period                          5,572              66          5,638              -           5,638
                                          -------------  --------------  -------------  -------------   -------------

Cash and Temporary Cash Investments
 at End of Period                                $ 629         $ 9,578       $ 10,207            $ -        $ 10,207
                                          =============  ==============  =============  =============   =============


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,  2003,
incorporated herein by reference.



                                             HIGHLAND FOREST RESOURCES, INC.
                                               CONSOLIDATING BALANCE SHEET
                                                  AT SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)

                                                                                                                 Highland
                                Highland                                                                          Forest
                                 Forest        Empire      St. Clair   Empire State  Total Before               Resources, Inc.
                              Resources, Inc.   LLC           LLC       Pipeline     Eliminations Eliminations  (Consolidated)
                              -------------- -----------  ------------ ------------  -----------  ------------  --------------

ASSETS

PROPERTY, PLANT & EQUIPMENT       $ 91,790     $ 10,982           $ -    $ 209,858    $ 312,630           $ -    $ 312,630
 Less: Accumulated  DD&A            16,661      (73,267)            -       80,073       23,467             -       23,467
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
                                    75,129       84,249             -      129,785      289,163             -      289,163
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
CURRENT ASSETS:
 Cash and Temporary Cash Investments   174        2,034           611        2,570        5,389             -        5,389
 Allowance for Uncollectible Accounts    -            -             -            -            -             -            -
 Notes Receivable - Intercompany         -            -             -            -            -             -            -
 Accounts Receivable                 2,984            -             -        2,551        5,535             -        5,535
 Accounts Receivable - Intercompany    132            -             -          406          538             -          538
 Dividends Receivable                  300          150           150            -          600          (600)           -
 Materials and Supplies             14,273            -             -           73       14,346             -       14,346
 Fair Value of Derivative
  Financial Instruments                  -            -             -            -            -             -            -
 Prepayments                           455            -             -        3,670        4,125             -        4,125
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
                                    18,318        2,184           761        9,270       30,533          (600)      29,933
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
OTHER ASSETS:
 Recoverable Future Taxes                -            -             -        4,167        4,167             -        4,167
 Unamortized Debt Expense                -            -             -          290          290             -          290
 Other Regulatory Assets                 -            -             -        2,294        2,294             -        2,294
 Investment in Associated Company  184,805       42,286        42,285            -      269,376      (269,376)           -
 Deferred Charges                        -            -             -         (160)        (160)            -         (160)
 Notes Receivable - Intercompany         -            -             -            -            -             -            -
 Goodwill                                -        5,476             -            -        5,476             -        5,476
 Intangible Assets                       -        7,867             -            -        7,867             -        7,867
 Other Assets                          778            -             -            -          778             -          778
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
                                   185,583       55,629        42,285        6,591      290,088      (269,376)      20,712
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
TOTAL ASSETS                     $ 279,030    $ 142,062      $ 43,046    $ 145,646    $ 609,784    $ (269,976)   $ 339,808
                               ============  ===========  ============ ============  ===========  ============  ===========

CAPITALIZATION & LIABILITIES

CAPITALIZATION:
 Common Stock                            4      142,164        47,041            -      189,209      (189,205)           4
 Paid - in - Capital                22,163            -             -       38,219       60,382       (38,220)      22,162
 Earnings Reinvested
  in the Business                  111,931         (368)       (4,257)      50,605      157,911       (45,980)     111,931
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
 Total Common Shareholder
 Equity Before Items of Other
 Comprehensive Income              134,098      141,796        42,784       88,824      407,502      (273,405)     134,097
 Accumulated Other
  Comprehensive Loss                   225          112           112       (4,253)      (3,804)        4,029          225
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
 Total Comprehensive
  Shareholders's Equity            134,323      141,908        42,896       84,571      403,698      (269,376)     134,322


 Long-Term Debt, net of Current Portion  -            -             -       41,433       41,433             -       41,433
 Notes Payable-Intercompany         60,000            -             -            -       60,000             -       60,000
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

Total Capitalization               194,323      141,908        42,896      126,004      505,131      (269,376)     235,755
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

CURRENT AND ACCRUED LIABILITIES:
 Notes Payable to Banks and
  Commercial Paper                       -            -             -            -            -             -            -
 Accounts Payable                    3,447            -             -          742        4,189             -        4,189
 Notes Payable - Intercompany       18,800            -             -            -       18,800             -       18,800
 Current Portion of Long-Term Debt       -            -             -        9,334        9,334             -        9,334
 Accounts Payable - Intercompany     2,573            -             -           82        2,655             -        2,655
 Dividends Payable - Intercompany      700          150           150          300        1,300          (600)         700
 Fair Value of Derivative
  Financial Instruments                  -            -             -        4,253        4,253             -        4,253
 Other Accruals and Current
  Liabilities                        2,069            2             -          778        2,849             -        2,849
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
                                    27,589          152           150       15,489       43,380          (600)      42,780
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
DEFERRED CREDITS:
 Accumulated Deferred Income Taxes  56,464            -             -        4,145       60,609             -       60,609
 Pension Liability                      62            -             -            -           62             -           62
 Asset Retirement Obligation             -            -             -            -            -             -            -
 Other Deferred Credits                592            2             -            8          602             -          602
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
                                    57,118            2             -        4,153       61,273             -       61,273
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
TOTAL CAPITALIZATION &
 LIABILITIES                     $ 279,030    $ 142,062      $ 43,046    $ 145,646    $ 609,784    $ (269,976)   $ 339,808
                               ============  ===========  ============ ============  ===========  ============  ===========


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, 2003,
 incorporated herein by reference.



                                             HIGHLAND FOREST RESOURCES, INC.
                                            CONSOLIDATING STATEMENT OF INCOME
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)
                                                                                                                 Highland
                                Highland                                                                          Forest
                                 Forest        Empire      St. Clair   Empire State  Total Before               Resources, Inc.
                              Resources, Inc.   LLC           LLC       Pipeline     Eliminations Eliminations  (Consolidated)
                              -------------- -----------  ------------ ------------  -----------  ------------  --------------

OPERATING REVENUE:                $ 55,936       $ (713)          $ -     $ 21,595     $ 76,818           $ -     $ 76,818
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

OPERATING EXPENSE:
 Purchased Gas                           -            -             -            -            -             -            -
 Operation and Maintenance          40,392           93             -        2,197       42,682             -       42,682
 Property, Franchise & Other Taxes      56            -             -        3,038        3,094             -        3,094
 Depreciation, Depletion and
  Amortization                       7,218       (4,688)            -       11,783       14,313             -       14,313
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
                                    47,666       (4,595)            -       17,018       60,089             -       60,089
 Gain on Sale of Timber
  Properties                       168,787            -             -            -      168,787             -      168,787
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

 Operating Income (Loss)           177,057        3,882             -        4,577      185,516             -      185,516
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

OTHER INCOME (EXPENSE):
 Unremitted Earnings/(Loss) of
  Subsidiary                         6,775        1,179         1,178            -        9,132        (9,132)           -
 Dividends from Subsidiaries             -            -             -            -            -             -            -
 Interest - Intercompany                 -            -             -            -            -             -            -
 Other Income                          339           11             3           26          379             -          379
 Interest on Long-Term Debt              -          260           260       (2,258)      (1,738)            -       (1,738)
 Interest - Intercompany            (4,792)           -             -            -       (4,792)            -       (4,792)
 Other Interest                          -            -             2           12           14             -           14
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
                                     2,322        1,450         1,443       (2,220)       2,995        (9,132)      (6,137)
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

Income (Loss) Before
 Income Taxes and
 Minority Interest in
 Foreign Subsidiary                179,379        5,332         1,443        2,357      188,511        (9,132)     179,379
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

 Income Taxes                       70,395            -             -            -       70,395             -       70,395

 Income/(Loss) Before
  Cumulative Effect                108,984        5,332         1,443        2,357      118,116        (9,132)     108,984
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
 Cumulative Effect of
  Change in Accounting                   -            -             -            -            -             -            -
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
 Net Income (Loss) Available
  for Common Stock               $ 108,984      $ 5,332       $ 1,443      $ 2,357    $ 118,116      $ (9,132)   $ 108,984
                               ============  ===========  ============ ============  ===========  ============  ===========



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, 2003,
incorporated herein by reference.



                                             HIGHLAND FOREST RESOURCES, INC.
                              CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)

                                                                                                                 Highland
                                Highland                                                                          Forest
EARNINGS REINVESTED IN           Forest        Empire      St. Clair   Empire State  Total Before               Resources, Inc.
 THE BUSINESS                 Resources, Inc.  LLC           LLC       Pipeline     Eliminations Eliminations  (Consolidated)
                              -------------- -----------  ------------ ------------  -----------  ------------  -------------

Balance at Beginning of Year       $ 5,147          $ -           $ -          $ -      $ 5,147           $ -      $ 5,147

Earnings Reinvested in the Business
 at Acquisition                          -            -             -       59,648     $ 59,648       (59,648)           -

Net Income (Loss) Available
 for Common Stock                  108,984        5,332         1,443        2,357      118,116        (9,132)     108,984

Dividends on Common Stock and
 Joint Venture Distributions        (2,200)      (5,700)       (5,700)     (11,400)     (25,000)       22,800       (2,200)
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

Balance at End of Year           $ 111,931       $ (368)     $ (4,257)    $ 50,605    $ 157,911     $ (45,980)   $ 111,931
                               ============  ===========  ============ ============  ===========  ============  ===========


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, 2003,
incorporated herein by reference.




                                             HIGHLAND FOREST RESOURCES, INC.
                                     CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)

                                                                                                                 Highland
                                Highland                                                                          Forest
                                 Forest        Empire      St. Clair   Empire State  Total Before               Resources, Inc.
                              Resources, Inc.   LLC           LLC       Pipeline     Eliminations Eliminations  (Consolidated)
                              -------------- -----------  ------------ ------------  -----------  ------------  -------------

Net Income (Loss) Available
 for Common Stock                $ 108,984      $ 5,332       $ 1,443      $ 2,357    $ 118,116      $ (9,132)   $ 108,984
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

Other Comprehensive Income
 (Loss), Before Tax:
 Unrealized Gain (Loss) on Derivative
  Financial Instruments Arising
  During the Period                   (405)        (202)         (203)        (405)      (1,215)          810         (405)
 Reclassification Adjustment for Realized
  (Gain) Loss on Derivative Financial
  Instruments in Net Income            630          315           315        1,149        2,409        (1,779)         630
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------
Other Comprehensive Loss,
 Before Tax                            225          113           112          744        1,194          (969)         225
 Income Tax Benefit Related to Unrealized
  Loss on Derivative Financial
  Instruments Arising During the Period  -            -             -            -            -             -            -
 Reclassification Adjustment for Income Tax
  Expense on Derivative Financial
  Instruments Realized In Net Income     -            -             -            -            -             -            -
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

Income Taxes - Net                       -            -             -            -            -             -            -
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

Other Comprehensive Income             225          113           112          744        1,194          (969)         225
                               ------------  -----------  ------------ ------------  -----------  ------------  -----------

Comprehensive Income             $ 109,209      $ 5,445       $ 1,555      $ 3,101    $ 119,310     $ (10,101)   $ 109,209
                               ============  ===========  ============ ============  ===========  ============  ===========



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,  2003,
incorporated herein by reference.




                                              HIGHLAND FOREST RESOURCES, INC.
                                           CONSOLIDATING STATEMENT OF CASH FLOWS
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)
                                                                                                                  Highland
                                     Highland                                                                      Forest
                                      Forest       Empire    St. Clair    Empire State Total Before              Resources, Inc.
                                   Resources, Inc.  LLC         LLC        Pipeline    Eliminations Eliminations (Consolidated)
                                   -------------- ---------  -----------  -----------  -----------  -----------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                    $ 108,984     $ 5,332      $ 1,443      $ 2,357    $ 118,116     $ (9,132)   $ 108,984
Adjustments to Reconcile Net Income
 to Net Cash Provided by Operating
 Activities:
 Earnings of Subsidiaries, Net of
  Cash Distributions                     4,325       4,371        4,372            -       13,068      (13,068)           -
 Gain on Sale of Timber Properties    (168,787)          -            -            -     (168,787)           -     (168,787)
 Depreciation, Depletion &
 Amortization                            7,218      (4,688)           -       11,783       14,313            -       14,313
 Deferred Income Taxes                  55,975           -            -            -       55,975            -       55,975
 Other                                   1,253         453         (260)        (289)       1,157                     1,157

Change in:
 Receivables and Unbilled Utility
  Revenue                                 (692)          -            1        1,528          837            -          837
 Accounts Receivable - Intercompany        (82)       (150)        (150)        (255)        (637)         300         (337)
 Materials and Supplies                    747           -            -            -          747            -          747
 Prepayments                              (248)          -            -       (1,042)      (1,290)           -       (1,290)
 Accounts Payable                       (3,208)          -            -          647       (2,561)           -       (2,561)
 Accounts Payable - Intercompany          (545)        (52)         150         (177)        (624)        (300)        (924)
 Other Accruals and Current Liabilities  2,111           -            -          400        2,511            -        2,511
 Other Assets                                -           -            -          973          973            -          973
 Other Liabilities                        (355)          2            -         (340)        (693)           -         (693)
                                    ----------- -----------  -----------  -----------  -----------  -----------  -----------

Net Cash Provided by
Operating Activities                     6,696       5,268        5,556       15,585       33,105      (22,200)      10,905
                                    ----------- -----------  -----------  -----------  -----------  -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital Expenditures                   (3,201)          -            -          (47)      (3,248)           -       (3,248)
 Investment in Subsidiaries, Net
  of Cash Acquired                    (189,205)          -            -            -     (189,205)       8,053     (181,152)
 Net Proceeds from Sale of
  Timber Properties                    186,014           -            -            -      186,014            -      186,014
 Other                                   1,339           -            -            -        1,339                     1,339
                                    ----------- -----------  -----------  -----------  -----------  -----------  -----------

 Net Cash Used in Investing
  Activities                            (5,053)          -            -          (47)      (5,100)       8,053        2,953
                                    ----------- -----------  -----------  -----------  -----------  -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Change in Notes Payable - Intercompany    300           -            -            -          300            -          300
 Reduction of Long-Term Debt                 -           -            -       (7,000)      (7,000)           -       (7,000)
 Dividends and Distributions            (1,900)     (5,550)      (5,550)     (11,100)     (24,100)      22,200       (1,900)
                                    ----------- -----------  -----------  -----------  -----------  -----------  -----------

 Net Cash Used in Financing
  Activities                            (1,600)     (5,550)      (5,550)     (18,100)     (30,800)      22,200       (8,600)
                                    ----------- -----------  -----------  -----------  -----------  -----------  -----------

Net Increase (Decrease) in Cash
and Temporary Cash Investments              43        (282)           6       (2,562)      (2,795)       8,053        5,258

Cash and Temporary Cash Investments
at Beginning of Period                     131       2,316          605        5,132        8,184       (8,053)         131
                                    ----------- -----------  -----------  -----------  -----------  -----------  -----------

Cash and Temporary Cash Investments
at End of Period                         $ 174     $ 2,034        $ 611      $ 2,570      $ 5,389          $ -      $ 5,389
                                    =========== ===========  ===========  ===========  ===========  ===========  ===========


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,  2003,
incorporated herein by reference.




                                                   UPSTATE ENERGY, INC.
                                               CONSOLIDATING BALANCE SHEET
                                                  AT SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)


                                     Upstate          Toro           Toro                                     Consolidated
                                      Energy       Partners,     Partners, LP   Total Before                    Upstate
                                       Inc.           LLC        (Consolidated) Eliminations   Eliminations   Energy, Inc.
                                   -------------  -------------  -------------  -------------  -------------  -------------

ASSETS

PROPERTY, PLANT & EQUIPMENT                 $ -            $ -       $ 15,321       $ 15,321            $ -       $ 15,321
 Less: Accumulated  DD&A                      -              -            190            190              -            190
                                   -------------  -------------  -------------  -------------  -------------  -------------
                                              -              -         15,131         15,131              -         15,131
                                   -------------  -------------  -------------  -------------  -------------  -------------
CURRENT ASSETS:
 Cash and Temporary Cash Investments        307            158          2,542          3,007              -          3,007
 Notes Receivable - Intercompany         48,000              -              -         48,000        (48,000)             -
 Accounts Receivable                          2            208            830          1,040              -          1,040
 Accounts Receivable - Intercompany          47              -            179            226            (47)           179
 Fair Value of Derivative
  Financial Instruments                       -              -          1,155          1,155              -          1,155
 Prepayments                                  -              -              -              -              -              -
                                   -------------  -------------  -------------  -------------  -------------  -------------
                                         48,356            366          4,706         53,428        (48,047)         5,381
                                   -------------  -------------  -------------  -------------  -------------  -------------
OTHER ASSETS:
 Investment in Associated Companies       2,591         49,774              -         52,365        (52,365)             -
 Intangible Assets                            -              -         31,523         31,523              -         31,523
 Other Assets                                 -              -              -              -              -              -
                                   -------------  -------------  -------------  -------------  -------------  -------------
                                          2,591         49,774         31,523         83,888        (52,365)        31,523
                                   -------------  -------------  -------------  -------------  -------------  -------------
TOTAL ASSETS                           $ 50,947       $ 50,140       $ 51,360      $ 152,447     $ (100,412)      $ 52,035
                                   =============  =============  =============  =============  =============  =============

CAPITALIZATION & LIABILITIES

CAPITALIZATION:
 Common Stock                                 1              -              -              1              -              1
 Paid - in - Capital                      6,800              -         47,822         54,622        (47,822)         6,800
 Earnings Reinvested in the Business     (5,791)           768          1,118         (3,905)        (1,886)        (5,791)
                                   -------------  -------------  -------------  -------------  -------------  -------------
 Total Common Shareholder
  Equity Before Items of Other
  Comprehensive Income                    1,010            768         48,940         50,718        (49,708)         1,010
 Accumulated Other
  Comprehensive Income                    1,335          1,322          1,335          3,992         (2,657)         1,335
                                   -------------  -------------  -------------  -------------  -------------  -------------
 Total Comprehensive Shareholders' Equity 2,345          2,090         50,275         54,710        (52,365)         2,345


 Notes Payable-Intercompany                   -              -              -              -              -              -
                                   -------------  -------------  -------------  -------------  -------------  -------------

 Total Capitalization                     2,345          2,090         50,275         54,710        (52,365)         2,345
                                   -------------  -------------  -------------  -------------  -------------  -------------

CURRENT AND ACCRUED LIABILITIES:
 Accounts Payable                             -              -            233            233              -            233
 Notes Payable - Intercompany            48,300         48,000              -         96,300        (48,000)        48,300
 Accounts Payable - Intercompany            149             50              -            199            (47)           152
 Other Accruals and Current
 Liabilities                                 (8)             -              -             (8)             -             (8)
                                   -------------  -------------  -------------  -------------  -------------  -------------
                                         48,441         48,050            233         96,724        (48,047)        48,677
                                   -------------  -------------  -------------  -------------  -------------  -------------
DEFERRED CREDITS:
 Accumulated Deferred Income Taxes          161              -              -            161              -            161
 Other Deferred Credits                       -              -            852            852              -            852
                                   -------------  -------------  -------------  -------------  -------------  -------------
                                            161              -            852          1,013              -          1,013
                                   -------------  -------------  -------------  -------------  -------------  -------------

TOTAL CAPITALIZATION & LIABILITIES     $ 50,947       $ 50,140       $ 51,360      $ 152,447     $ (100,412)      $ 52,035
                                   =============  =============  =============  =============  =============  =============


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, 2003,
 incorporated herein by reference.



                                                   UPSTATE ENERGY, INC.
                                            CONSOLIDATING STATEMENT OF INCOME
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)

                                     Upstate          Toro           Toro                                     Consolidated
                                      Energy       Partners,     Partners, LP   Total Before                    Upstate
                                       Inc.           LLC        (Consolidated) Eliminations   Eliminations   Energy, Inc.
                                   -------------  -------------  -------------  -------------  -------------  -------------

OPERATING REVENUE:                         $ 33            $ -        $ 2,401        $ 2,434            $ -        $ 2,434
                                   -------------  -------------  -------------  -------------  -------------  -------------

OPERATING EXPENSE:
 Purchased Gas                                -              -            630            630              -            630
 Operation and Maintenance                   10            139            463            612              -            612
 Property, Franchise & Other Taxes            -              -              -              -              -              -
 Depreciation, Depletion and
 Amortization                                 -              -            190            190              -            190
                                   -------------  -------------  -------------  -------------  -------------  -------------
                                             10            139          1,283          1,432              -          1,432
                                   -------------  -------------  -------------  -------------  -------------  -------------
 Operating Income (Loss)                     23           (139)         1,118          1,002              -          1,002
                                   -------------  -------------  -------------  -------------  -------------  -------------

OTHER INCOME (EXPENSE):
 Unremitted Earnings/(Loss) of
  Subsidiaries                              779          1,107              -          1,886         (1,886)             -
 Interest - Intercompany                    202              -              -            202           (200)             2
 Other Income                                 -              -              -              -              -              -
 Interest - Intercompany                   (229)          (200)             -           (429)           200           (229)
 Other Interest                               -              -              -              -              -              -
                                   -------------  -------------  -------------  -------------  -------------  -------------
                                            752            907              -          1,659         (1,886)          (227)
                                   -------------  -------------  -------------  -------------  -------------  -------------

 Income (Loss) Before
  Income Taxes and
  Minority Interest in
  Foreign Subsidiary                        775            768          1,118          2,661         (1,886)           775
                                   -------------  -------------  -------------  -------------  -------------  -------------

 Income Taxes                               314              -              -            314              -            314

 Income/(Loss) Before
  Cumulative Effect                         461            768          1,118          2,347         (1,886)           461
                                   -------------  -------------  -------------  -------------  -------------  -------------
 Cumulative Effect of
  Change in Accounting                        -              -              -              -              -              -
                                   -------------  -------------  -------------  -------------  -------------  -------------
 Net Income (Loss) Available
  for Common Stock                        $ 461          $ 768        $ 1,118        $ 2,347       $ (1,886)         $ 461
                                   =============  =============  =============  =============  =============  =============



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, 2003,
incorporated herein by reference.



                                                   UPSTATE ENERGY, INC.
                              CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)


                                     Upstate          Toro           Toro                                     Consolidated
                                      Energy       Partners,     Partners, LP   Total Before                    Upstate
EARNINGS REINVESTED IN THE BUSINESS    Inc.           LLC        (Consolidated) Eliminations   Eliminations   Energy, Inc.
                                   -------------  -------------  -------------  -------------  -------------  -------------

Balance at Beginning of Year           $ (6,252)           $ -            $ -       $ (6,252)           $ -       $ (6,252)


Net Income (Loss) Available
for Common Stock                            461            768          1,118          2,347         (1,886)           461


Dividends on Common Stock                     -              -              -              -              -              -
                                   -------------  -------------  -------------  -------------  -------------  -------------

Balance at End of Year                 $ (5,791)         $ 768        $ 1,118       $ (3,905)      $ (1,886)      $ (5,791)
                                   =============  =============  =============  =============  =============  =============


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, 2003,
incorporated herein by reference.




                                                   UPSTATE ENERGY, INC.
                                     CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)


                                     Upstate          Toro           Toro                                     Consolidated
                                      Energy       Partners,     Partners, LP   Total Before                    Upstate
                                       Inc.           LLC        (Consolidated) Eliminations   Eliminations   Energy, Inc.
                                   -------------  -------------  -------------  -------------  -------------  -------------

Net Income (Loss) Available
 for Common Stock                         $ 461          $ 768        $ 1,118        $ 2,347       $ (1,886)         $ 461
                                   -------------  -------------  -------------  -------------  -------------  -------------

Other Comprehensive Income,
 Before Tax:
 Unrealized Gain on Derivative
  Financial Instruments Arising
  During the Period                       2,689              -          1,588          4,277         (1,588)         2,689
 Reclassification Adjustment for Realized
  Gain on Derivative Financial
  Instruments in Net Income                (842)             -           (253)        (1,095)           253           (842)
                                   -------------  -------------  -------------  -------------  -------------  -------------
Other Comprehensive Loss,
 Before Tax                               1,847              -          1,335          3,182         (1,335)         1,847
 Income Tax Expense Related to Unrealized
  Loss on Derivative Financial
  Instruments Arising During the Period     421              -              -            421              -            421
 Reclassification Adjustment for Income Tax
  Expense on Derivative Financial
  Instruments Realized In Net Income       (225)             -              -           (225)             -           (225)
                                   -------------  -------------  -------------  -------------  -------------  -------------

Income Taxes - Net                          196              -              -            196              -            196
                                   -------------  -------------  -------------  -------------  -------------  -------------

Other Comprehensive Income                1,651              -          1,335          2,986         (1,335)         1,651
                                   -------------  -------------  -------------  -------------  -------------  -------------

Comprehensive Income                    $ 2,112          $ 768        $ 2,453        $ 5,333       $ (3,221)       $ 2,112
                                   =============  =============  =============  =============  =============  =============



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,  2003,
incorporated herein by reference.




                                                   UPSTATE ENERGY, INC.
                                          CONSOLIDATING STATEMENT OF CASH FLOWS
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)

                                         Upstate         Toro          Toro                                    Consolidated
                                         Energy        Partners,    Partners, LP  Total Before                   Upstate
                                          Inc.            LLC      (Consolidated)Eliminations  Eliminations   Energy, Inc.
                                       ------------   ------------  ------------  ------------  -------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                            $ 461          $ 768       $ 1,118       $ 2,347       $ (1,886)        $ 461
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating
 Activities:
 Unremitted (Earnings)/Loss of Subsidiary     (779)        (1,107)            -        (1,886)         1,886             -
 Depreciation, Depletion &
  Amortization                                   -              -           190           190              -           190
 Deferred Income Taxes                         178              -             -           178              -           178
 Other                                           -              -           341           341                          341

Change in:
 Receivables and Unbilled Utility
  Revenue                                    1,058           (368)          305           995              -           995
 Accounts Receivable - Intercompany            (80)             -          (179)         (259)            47          (212)
 Gas Stored Underground                      6,770              -             -         6,770              -         6,770
 Prepayments                                     -              -             -             -              -             -
 Accounts Payable                                -              -          (265)         (265)             -          (265)
 Accounts Payable - Intercompany                78             50             -           128            (47)           81
 Other Accruals and Current Liabilities        236              -             -           236              -           236
 Other Assets                                    -              -        (1,155)       (1,155)             -        (1,155)
 Other Liabilities                          (1,057)             -         2,187         1,130              -         1,130
                                       ------------   ------------  ------------  ------------  -------------  ------------

Net Cash Provided by
Operating Activities                         6,865           (657)        2,542         8,750              -         8,750
                                       ------------   ------------  ------------  ------------  -------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital Expenditures                            -              -             -             -              -             -
 Investment in Subsidiaries, Net of
  Cash Acquired                               (477)       (47,185)            -       (47,662)             -       (47,662)
 Change in Notes Receivable-Intercompany   (48,000)             -             -       (48,000)        48,000             -
 Other                                           -              -             -             -              -             -
                                       ------------   ------------  ------------  ------------  -------------  ------------

Net Cash Used in Investing
 Activities                                (48,477)       (47,185)            -       (95,662)        48,000       (47,662)
                                       ------------   ------------  ------------  ------------  -------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Change in Notes Payable - Intercompany     41,900         48,000             -        89,900        (48,000)       41,900
 Change in Notes Payable to Banks and
 Commercial Paper                                -              -             -             -              -             -
 Dividends Paid on Common Stock                  -              -             -             -              -             -
                                       ------------   ------------  ------------  ------------  -------------  ------------

Net Cash Used in Financing
Activities                                  41,900         48,000             -        89,900        (48,000)       41,900
                                       ------------   ------------  ------------  ------------  -------------  ------------


Effect of Exchange Rates on Cash                 -              -             -             -              -             -
                                       ------------   ------------  ------------  ------------  -------------  ------------

Net Increase (Decrease) in Cash
and Temporary Cash Investments                 288            158         2,542         2,988              -         2,988

Cash and Temporary Cash Investments
at Beginning of Period                          19              -             -            19              -            19
                                       ------------   ------------  ------------  ------------  -------------  ------------

Cash and Temporary Cash Investments
at End of Period                             $ 307          $ 158       $ 2,542       $ 3,007            $ -       $ 3,007
                                       ============   ============  ============  ============  =============  ============


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,  2003,
incorporated herein by reference.


                                                    TORO PARTNERS, LP.
                                               CONSOLIDATING BALANCE SHEET
                                                  AT SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)


                                                  Toro Energy    Toro Energy    Toro Energy    Toro Energy    Toro Energy     Toro Energy    Toro Energy    Toro Energy                                  Consolidated
                                       Toro       of Michigan, of Ohio-Statewide  of Ohio,     of Kentucky,   of Missouri,    of Maryland,   of Indiana,  of Ohio-American Total Before                      Toro
                                   Partners, LP       LLC            LLC            LLC            LLC            LLC             LLC            LLC            LLC        Eliminations   Eliminations   Partners, LP
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

ASSETS

PROPERTY, PLANT & EQUIPMENT                 $ -        $ 1,915          $ 339        $ 1,659        $ 1,888        $ 2,408         $ 2,128        $ 1,091        $ 3,893       $ 15,321            $ -       $ 15,321
 Less: Accumulated  DD&A                      -             32              6             28             31             40              35             18              -            190              -            190
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
                                              -          1,883            333          1,631          1,857          2,368           2,093          1,073          3,893         15,131              -         15,131
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
CURRENT ASSETS:
 Cash and Temporary Cash Investments      1,068            183             47            407            149            259              85            139            205          2,542              -          2,542
 Accounts Receivable                          -             53             17            131            128            248              78            175              -            830              -            830
 Accounts Receivable - Intercompany         179              -              -              -              -              -               -              -              -            179              -            179
 Fair Value of Derivative
  Financial Instruments                   1,155              -              -              -              -              -               -              -              -          1,155              -          1,155
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
                                          2,402            236             64            538            277            507             163            314            205          4,706              -          4,706
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
OTHER ASSETS:
 Investment in Associated Companies      48,725              -              -              -              -              -               -              -              -         48,725        (48,725)             -
 Intangible Assets                            -          2,574              -          5,025          2,121          3,732           2,274          4,419         11,378         31,523              -         31,523
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
                                         48,725          2,574              -          5,025          2,121          3,732           2,274          4,419         11,378         80,248        (48,725)        31,523
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
TOTAL ASSETS                           $ 51,127        $ 4,693          $ 397        $ 7,194        $ 4,255        $ 6,607         $ 4,530        $ 5,806       $ 15,476      $ 100,085      $ (48,725)      $ 51,360
                                   =============  =============  =============  =============  =============  =============   =============  =============  =============  =============  =============  =============

CAPITALIZATION & LIABILITIES

CAPITALIZATION:
 Common Stock                                 -              -              -              -              -              -               -              -              -              -              -              -
 Paid - in - Capital                     47,822          4,594            344          6,861          4,100          6,286           4,500          5,661         15,476         95,644        (47,822)        47,822
 Earnings Reinvested in the Business      1,118             78             53            309             63            273              19            108              -          2,021           (903)         1,118
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
 Total Common Shareholder
  Equity Before Items of Other
  Comprehensive Income                   48,940          4,672            397          7,170          4,163          6,559           4,519          5,769         15,476         97,665        (48,725)        48,940
 Accumulated Other
  Comprehensive Income                    1,335              -              -              -              -              -               -              -              -          1,335              -          1,335
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
 Total Comprehensive
  Shareholder's Equity                   50,275          4,672            397          7,170          4,163          6,559           4,519          5,769         15,476         99,000        (48,725)        50,275

 Notes Payable-Intercompany                   -              -              -              -              -              -               -              -              -              -                             -
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

 Total Capitalization                    50,275          4,672            397          7,170          4,163          6,559           4,519          5,769         15,476         99,000        (48,725)        50,275
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

CURRENT AND ACCRUED LIABILITIES:
 Accounts Payable                             -             21              -             24             92             48              11             37              -            233              -            233
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
                                              -             21              -             24             92             48              11             37              -            233              -            233
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
DEFERRED CREDITS:
 Other Deferred Credits                     852              -              -              -              -              -               -              -              -            852              -            852
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
                                            852              -              -              -              -              -               -              -              -            852              -            852
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

TOTAL CAPITALIZATION & LIABILITIES     $ 51,127        $ 4,693          $ 397        $ 7,194        $ 4,255        $ 6,607         $ 4,530        $ 5,806       $ 15,476      $ 100,085      $ (48,725)      $ 51,360
                                   =============  =============  =============  =============  =============  =============   =============  =============  =============  =============  =============  =============

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, 2003,
incorporated herein by reference.



                                                    TORO PARTNERS, LP.
                                            CONSOLIDATING STATEMENT OF INCOME
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)

                                                  Toro Energy    Toro Energy    Toro Energy    Toro Energy    Toro Energy     Toro Energy    Toro Energy    Toro Energy                                  Consolidated
                                       Toro       of Michigan, of Ohio-Statewide  of Ohio,     of Kentucky,   of Missouri,    of Maryland,   of Indiana,  of Ohio-American Total Before                      Toro
                                   Partners, LP       LLC            LLC            LLC            LLC            LLC             LLC            LLC            LLC        Eliminations   Eliminations   Partners, LP
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

OPERATING REVENUE:                        $ 253          $ 194           $ 75          $ 544          $ 259          $ 538           $ 276          $ 262            $ -        $ 2,401            $ -        $ 2,401
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

OPERATING EXPENSE:
 Purchased Gas                                -             78              -            135             71            144             107             95              -            630              -            630
 Operation and Maintenance                   38              6             16             72             94             81             115             41              -            463              -            463
 Property, Franchise & Other Taxes                                                                                                                                                     -                             -
 Depreciation, Depletion and
 Amortization                                 -             32              6             28             31             40              35             18              -            190              -            190
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
                                             38            116             22            235            196            265             257            154              -          1,283              -          1,283
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
 Operating Income (Loss)                    215             78             53            309             63            273              19            108              -          1,118              -          1,118
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

OTHER INCOME:
 Unremitted Earnings/(Loss) of
  Subsidiary                                903              -              -              -              -              -               -              -              -            903           (903)             -
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

 Net Income (Loss) Available
  for Common Stock                      $ 1,118           $ 78           $ 53          $ 309           $ 63          $ 273            $ 19          $ 108            $ -        $ 2,021         $ (903)       $ 1,118
                                   =============  =============  =============  =============  =============  =============   =============  =============  =============  =============  =============  =============



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, 2003,
incorporated herein by reference.



                                                    TORO PARTNERS, LP.
                              CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)


                                                  Toro Energy    Toro Energy    Toro Energy    Toro Energy    Toro Energy     Toro Energy    Toro Energy    Toro Energy                                  Consolidated
EARNINGS REINVESTED IN                 Toro       of Michigan, of Ohio-Statewide  of Ohio,     of Kentucky,   of Missouri,    of Maryland,   of Indiana,  of Ohio-American Total Before                      Toro
 THE BUSINESS                      Partners, LP       LLC            LLC            LLC            LLC            LLC             LLC            LLC            LLC        Eliminations   Eliminations   Partners, LP
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

Balance at Beginning of Year                $ -            $ -            $ -            $ -            $ -            $ -             $ -            $ -            $ -            $ -            $ -            $ -


Net Income (Loss) Available
for Common Stock                          1,118             78             53            309             63            273              19            108              -          2,021           (903)         1,118


Dividends on Common Stock                     -              -              -              -              -              -               -              -              -              -              -              -
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------


Balance at End of Year                  $ 1,118           $ 78           $ 53          $ 309           $ 63          $ 273            $ 19          $ 108            $ -        $ 2,021         $ (903)       $ 1,118
                                   =============  =============  =============  =============  =============  =============   =============  =============  =============  =============  =============  =============

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, 2003,
incorporated herein by reference.


                                                    TORO PARTNERS, LP.
                                     CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)


                                                  Toro Energy    Toro Energy    Toro Energy    Toro Energy    Toro Energy     Toro Energy    Toro Energy    Toro Energy                                  Consolidated
                                       Toro       of Michigan, of Ohio-Statewide  of Ohio,     of Kentucky,   of Missouri,    of Maryland,   of Indiana,  of Ohio-American Total Before                      Toro
                                   Partners, LP       LLC            LLC            LLC            LLC            LLC             LLC            LLC            LLC        Eliminations   Eliminations   Partners, LP
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

Net Income (Loss) Available
 for Common Stock                       $ 1,118           $ 78           $ 53          $ 309           $ 63          $ 273            $ 19          $ 108            $ -        $ 2,021         $ (903)       $ 1,118
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

Other Comprehensive Income,
 Before Tax:
 Unrealized Gain on Derivative
 Financial Instruments Arising
  During the Period                       1,588              -              -              -              -              -               -              -              -          1,588              -          1,588
 Reclassification Adjustment for Realized
 Gain on Derivative Financial
  Instruments in Net Income                (253)             -              -              -              -              -               -              -              -           (253)             -           (253)
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------
Other Comprehensive Loss,
 Before Tax                               1,335              -              -              -              -              -               -              -              -          1,335              -          1,335
 Income Tax Expense Related to Unrealized
 Loss on Derivative Financial
  Instruments Arising During the Period       -              -              -              -              -              -               -              -              -              -              -              -
 Reclassification Adjustment for Income Tax
  Expense on Derivative Financial
  Instruments Realized In Net Income          -              -              -              -              -              -               -              -              -              -              -              -
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

Income Taxes - Net                            -              -              -              -              -              -               -              -              -              -              -              -
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

Other Comprehensive Loss                  1,335              -              -              -              -              -               -              -              -          1,335              -          1,335
                                   -------------  -------------  -------------  -------------  -------------  -------------   -------------  -------------  -------------  -------------  -------------  -------------

Comprehensive Loss                      $ 2,453           $ 78           $ 53          $ 309           $ 63          $ 273            $ 19          $ 108            $ -        $ 3,356         $ (903)       $ 2,453
                                   =============  =============  =============  =============  =============  =============   =============  =============  =============  =============  =============  =============



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,  2003,
incorporated herein by reference.



                                                    TORO PARTNERS, LP.
                                          CONSOLIDATING STATEMENT OF CASH FLOWS
                                       FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                  (THOUSANDS OF DOLLARS)

                                                      Toro Energy  Toro Energy of  Toro Energy   Toro Energy    Toro Energy   Toro Energy   Toro Energy     Toro Energy                                Consolidated
                                          Toro        of Michigan, Ohio-Statewide    of Ohio,    of Kentucky,   of Missouri,  of Maryland,  of Indiana,  of Ohio-American Total Before                    Toro
                                       Partners, LP       LLC           LLC            LLC           LLC            LLC           LLC           LLC            LLC        Eliminations  Eliminations   Partners, LP
                                       ------------   ------------  ------------- ------------  -------------  ------------  ------------  -------------  --------------- ------------  -------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                          $ 1,118           $ 78          $ 53         $ 309           $ 63         $ 273          $ 19          $ 108           $ -       $ 2,021         $ (903)      $ 1,118
Adjustments to Reconcile Net Income
 to Net Cash Provided by Operating
 Activities:
 Unremitted (Earnings)/Loss of Subsidiaries   (903)             -             -             -              -             -             -              -             -          (903)           903             -
 Depreciation, Depletion &
 Amortization                                    -             32             6            28             31            40            35             18             -           190              -           190
 Other                                           -             44             -            84             36            63            39             75             -           341              -           341

Change in:
 Receivables and Unbilled Utility
  Revenue                                        2             22           (12)           37             64           (32)          141            (77)          160           305              -           305
 Accounts Receivable - Intercompany           (179)             -             -             -              -             -             -              -             -          (179)             -          (179)
 Accounts Payable                               (2)             7             -           (51)           (45)          (85)         (149)            15            45          (265)             -          (265)
 Other Assets                               (1,155)             -             -             -              -             -             -              -             -        (1,155)             -        (1,155)
 Other Liabilities                           2,187              -             -             -              -             -             -              -             -         2,187              -         2,187
                                       ------------   ------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------
Net Cash Provided by
Operating Activities                         1,068            183            47           407            149           259            85            139           205         2,542              -         2,542
                                       ------------   ------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital Expenditures                            -              -             -             -              -             -             -              -             -             -              -             -
 Investment in Subsidiaries                      -              -             -             -              -             -             -              -             -             -              -             -
 Other                                           -              -             -             -              -             -             -              -             -             -              -             -
                                      ------------   ------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------
 Net Cash Used in Investing
  Activities                                     -              -             -             -              -             -             -              -             -             -              -             -
                                       ------------   ------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Change in Notes Payable - Intercompany          -              -             -             -              -             -             -              -             -             -              -             -
                                ------------   ------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------

 Net Cash Used in Financing
  Activities                                     -              -             -             -              -             -             -              -             -             -              -             -
                                       ------------   ------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------

Net Increase (Decrease) in Cash
and Temporary Cash Investments               1,068            183            47           407            149           259            85            139           205         2,542              -         2,542

Cash and Temporary Cash Investments
at Beginning of Period                           -              -             -             -              -             -             -              -             -             -              -             -
                                       ------------   ------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------  ------------  -------------  ------------

Cash and Temporary Cash Investments
at End of Period                           $ 1,068          $ 183          $ 47         $ 407          $ 149         $ 259          $ 85          $ 139         $ 205       $ 2,542            $ -       $ 2,542
                                       ============   ============  ============  ============  =============  ============  ============  =============  ============  ============  =============  ============


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,  2003,
incorporated herein by reference.


                                 HORIZON ENERGY DEVELOPMENT, INC. AND SUBSIDIARIES
                                            CONSOLIDATING BALANCE SHEET
                                               AT SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)

                                    Horizon       Horizon
                                    Energy         Energy        Sceptre                                 Consolidated
                                  Development,    Holdings        Power      Total Before                Horizon and
                                     Inc.       (Consolidated)   Company     Eliminations  Eliminations  Subsidiaries
                                  ------------  -------------  ------------  ------------  ------------  ------------

ASSETS

PROPERTY, PLANT & EQUIPMENT              $ 10      $ 372,774           $ -     $ 372,784           $ -     $ 372,784
  Less:  Accumulated DD&A                   -        153,585             -       153,585             -       153,585
                                  ------------  -------------  ------------  ------------  ------------  ------------
                                           10        219,189             -       219,199             -       219,199
                                  ------------  -------------  ------------  ------------  ------------  ------------
CURRENT ASSETS:
  Cash and Temporary Cash Investments     147         18,192             -        18,339             -        18,339
  Notes Receivable - Intercompany         600              -             -           600             -           600
  Allowance for Uncollectible Accounts      -         (2,068)            -        (2,068)            -        (2,068)
  Accounts Receivable - Intercompany       22              -             -            22             -            22
  Accounts Receivable                      73          7,160             -         7,233             -         7,233
  Unbilled Uility Revenue                   -          7,289             -         7,289             -         7,289
  Materials and Supplies                    -          3,759             -         3,759             -         3,759
  Prepayments                              (1)            88             -            87             -            87
                                   ------------  -------------  ------------  ------------  ------------  ------------
                                          841         34,420             -        35,261             -        35,261
                                   ------------  -------------  ------------  ------------  ------------  ------------
OTHER ASSETS:
  Investment in Associated Companies  158,723              -             -       158,723      (158,723)            -
  Goodwill                                  -              -             -             -             -             -
  Other                                     -            466             -           466             -           466
  Deferred Charges                         12              -             -            12             -            12

                                  ------------  -------------  ------------  ------------  ------------  ------------
                                      158,735            466             -       159,201      (158,723)          478
                                  ------------  -------------  ------------  ------------  ------------  ------------
TOTAL ASSETS                        $ 159,586      $ 254,075           $ -     $ 413,661    $ (158,723)    $ 254,938
                                  ============  =============  ============  ============  ============  ============

CAPITALIZATION & LIABILITIES

CAPITALIZATION:
  Common Stock                            $ 5            $ 2           $ -           $ 7          $ (2)          $ 5
  Paid - in - Capital                  38,246        116,756             -       155,002      (116,756)       38,246
  Capital Contribution from Horizon         -              -             -             -             -             -
  Earnings Reinvested in the Business (23,210)        19,499             -        (3,711)      (19,499)      (23,210)
  Accumulated Other Comp.Income        21,822         22,466             -        44,288       (22,466)       21,822
                                  ------------  -------------  ------------  ------------  ------------  ------------
Total Common Stock Equity              36,863        158,723             -       195,586      (158,723)       36,863
                                  ------------  -------------  ------------  ------------  ------------  ------------
  Long-Term Debt, Net of Current
   Portion                                  -          9,844             -         9,844             -         9,844
  Notes Payable - Intercompany         89,770              -             -        89,770             -        89,770
                                  ------------  -------------  ------------  ------------  ------------  ------------

Total Capitalization                  126,633        168,567             -       295,200      (158,723)      136,477
                                  ------------  -------------  ------------  ------------  ------------  ------------
  Minority Interest in Foreign
   Subsidiaries                             -         33,281             -        33,281             -        33,281
                                  ------------  -------------  ------------  ------------  ------------  ------------

CURRENT AND ACCRUED LIABILITIES:
  Notes Payable - Intercompany         29,700              -             -        29,700             -        29,700
  Notes Payable to Banks                    -              -             -             -             -             -
  Current Portion of Long-Term Debt         -          7,397             -         7,397             -         7,397
  Accounts Payable                        113         20,778             -        20,891            36        20,927
  Accounts Payable - Intercompany       2,729             36             -         2,765           (36)        2,729
  Other Accruals and Current
   Liabilities                            167            806             -           973             -           973
                                  ------------  -------------  ------------  ------------  ------------  ------------
                                       32,709         29,017             -        61,726             -        61,726
                                  ------------  -------------  ------------  ------------  ------------  ------------
DEFERRED CREDITS:
  Accumulated Deferred Income Taxes    (2,083)        22,595             -        20,512             -        20,512
  Liab. For Deriv. Financial Instruments    -              -             -             -             -             -
  Other Deferred Credits                2,327            615             -         2,942             -         2,942
                                  ------------  -------------  ------------  ------------  ------------  ------------
                                          244         23,210             -        23,454             -        23,454
                                  ------------  -------------  ------------  ------------  ------------  ------------

TOTAL CAPITALIZATION & LIABILITIES  $ 159,586      $ 254,075           $ -     $ 413,661    $ (158,723)    $ 254,938
                                  ============  =============  ============  ============  ============  ============

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,  2003,
incorporated herein by reference.


                                 HORIZON ENERGY DEVELOPMENT, INC. AND SUBSIDIARIES
                                         CONSOLIDATING STATEMENT OF INCOME
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)

                                    Horizon
                                    Energy      Horizon Energy   Sceptre                                 Consolidated
                                  Development,    Holdings        Power      Total Before  Eliminations  Horizon and
                                     Inc.       (Consolidated)   Company     Eliminations    (Dr) Cr     Subsidiaries
                                  ------------  -------------  ------------  ------------  ------------  ------------

OPERATING REVENUE:                      $ 172      $ 113,898           $ -     $ 114,070           $ -     $ 114,070
                                  ------------  -------------  ------------  ------------  ------------  ------------

OPERATING EXPENSE:
Fuel Used in Heat and
 Electric Generation                        -         61,033             -        61,033             -        61,033
Operation and Maintenance               5,426         24,247          (118)       29,555             -        29,555
Property, Franchise & Other Taxes          34          2,812             -         2,846             -         2,846
Depreciation, Depletion and
 Amortization                              (7)        13,917             -        13,910             -        13,910

                                  ------------  -------------  ------------  ------------  ------------  ------------
                                        5,453        102,009          (118)      107,344             -       107,344
                                  ------------  -------------  ------------  ------------  ------------  ------------
Operating Income (Loss)                (5,281)        11,889           118         6,726             -         6,726
                                  ------------  -------------  ------------  ------------  ------------  ------------

OTHER INCOME (EXPENSE):
Unremitted Earnings of
 Subsidiaries                          (1,373)             -             -        (1,373)        1,373             -
Interest - Intercompany                     9              -             -             9            (1)            8
Other Income                                -          2,259             -         2,259             -         2,259
Interest on Long-Term Debt                  -         (1,385)            -        (1,385)            -        (1,385)
Interest-Intercompany                  (5,777)            (1)            -        (5,778)            1        (5,777)
Other Interest                           (443)        (1,095)            -        (1,538)            -        (1,538)
                                  ------------  -------------  ------------  ------------  ------------  ------------

                                       (7,584)          (222)            -        (7,806)        1,373        (6,433)
                                  ------------  -------------  ------------  ------------  ------------  ------------
Income (Loss) Before
 Income Taxes and
 and Minority Interest in
 Foreign Subsidiaries                 (12,865)        11,667           118        (1,080)        1,373           293
                                  ------------  -------------  ------------  ------------  ------------  ------------


Income Taxes                           (3,242)         4,077            41           876             -           876
Minority Interest in
 Foreign Subsidiaries                       -           (785)            -          (785)            -          (785)
                                  ------------  -------------  ------------  ------------  ------------  ------------

Income/(Loss) Before Cumulative
 Effect of Change in Accounting        (9,623)         6,805            77        (2,741)        1,373        (1,368)

Cumulative Effect of Change in Accounting   -         (8,255)            -        (8,255)            -        (8,255)
                                  ------------  -------------  ------------  ------------  ------------  ------------

Net Income (Loss) Available
 for Common Stock                    $ (9,623)      $ (1,450)         $ 77     $ (10,996)      $ 1,373      $ (9,623)
                                  ============  =============  ============  ============  ============  ============


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,  2003,
incorporated herein by reference.



                                 HORIZON ENERGY DEVELOPMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)

                                    Horizon
                                    Energy      Horizon Energy   Sceptre                                 Consolidated
EARNINGS REINVESTED               Development,    Holdings        Power      Total Before  Eliminations  Horizon and
IN THE BUSINESS                      Inc.       (Consolidated)   Company     Eliminations    (Dr) Cr     Subsidiaries
                                  ------------  -------------  ------------  ------------  ------------  ------------

Balance at Beginning of Year        $ (13,587)      $ 20,949      $ (7,576)       $ (214)    $ (13,373)    $ (13,587)

Net Income (Loss) Available
 for Common Stock                      (9,623)        (1,450)           77       (10,996)        1,373        (9,623)

Elimination of Sceptre Power Company
 Accumulated Deficit due to liquidation
 of Sceptre Power Company                   -              -         7,499         7,499        (7,499)            -
                                  ------------  -------------  ------------  ------------  ------------  ------------

Balance at End of Year              $ (23,210)      $ 19,499           $ -      $ (3,711)    $ (19,499)    $ (23,210)
                                  ============  =============  ============  ============  ============  ============


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,  2003,
incorporated herein by reference.



                                 HORIZON ENERGY DEVELOPMENT, INC. AND SUBSIDIARIES
                                  CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)

                                    Horizon
                                    Energy      Horizon Energy   Sceptre     Total Before                Consolidated
                                  Development,    Holdings        Power      Eliminations  Eliminations  Horizon and
                                     Inc.       (Consolidated)   Company     & Adjustments   (Dr) Cr     Subsidiaries
                                  ------------  -------------  ------------  ------------  ------------  ------------

Net Income (Loss) Available for
 Common Stock                        $ (9,623)      $ (1,450)         $ 77     $ (10,996)      $ 1,373      $ (9,623)
                                 ------------  -------------  ------------  ------------  ------------  ------------

Other Comprehensive Income (Loss) :
 Foreign Currency Translation
  Adjustment                           17,651         17,651             -        35,302       (17,651)       17,651
                                  ------------  -------------  ------------  ------------  ------------  ------------

Other Comprehensive Income (Loss)      17,651         17,651             -        35,302       (17,651)       17,651
                                  ------------  -------------  ------------  ------------  ------------  ------------

Comprehensive Income (Loss)           $ 8,028       $ 16,201          $ 77      $ 24,306     $ (16,278)      $ 8,028
                                  ============  =============  ============  ============  ============  ============


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,  2003,
incorporated herein by reference.




                                 HORIZON ENERGY DEVELOPMENT, INC. AND SUBSIDIARIES
                                       CONSOLIDATING STATEMENT OF CASH FLOWS
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)

                                     Horizon
                                     Energy      Horizon Energy  Sceptre     Total Before                Consolidated
                                   Development,   Holdings        Power      Eliminations  Eliminations  Horizon and
                                      Inc.       (Consolidated)  Company     & Adjustments & Adjustments Subsidiaries
                                   ------------  --------------------------  ------------  ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                     $ (9,623)     $ (1,450)         $ 77     $ (10,996)      $ 1,373      $ (9,623)
Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating
  Activities:
 Unremitted Earnings of Subsidiaries     1,373             -             -         1,373        (1,373)            -
 Depreciation, Depletion &
  Amortization                              (7)       13,917             -        13,910             -        13,910
 Deferred Income Taxes                  (1,001)        4,115            41         3,155             -         3,155
 Minority Interest in Foreign
  Subsidiaries                               -           785             -           785             -           785
 Cumulative Effect of Change in
  in Accting Principle                       -         8,255             -         8,255             -         8,255
 Other                                       -             -             -             -             -             -

Change in:
 Accounts Receivable - Intercompany        970             -             -           970          (991)          (21)
 Receivables and Unbilled Utility
  Revenue                                  (73)        1,076             -         1,003             -         1,003
 Material and Supplies                       -            (8)            -            (8)            -            (8)
 Prepayments                                 1           (28)            -           (27)            -           (27)
 Accounts Payable                            1             6             -             7           217           224
 Accounts Payable - Intercompany           440          (774)            -          (334)          774           440
 Other Accruals and Current
  Liabilities                            2,181           917          (118)        2,980             -         2,980
 Other Assets                               11            (8)            -             3             -             3
 Other Liabilities                       1,022           119           (11)        1,130             -         1,130
                                   ------------  ------------  ------------  ------------  ------------  ------------

Net Cash Provided by (Used in)
 Operations                             (4,705)       26,922           (11)       22,206             -        22,206
                                   ------------  ------------  ------------  ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures                       (10)       (2,489)            -        (2,499)            -        (2,499)
Investment in Associated Companies           -             -             -             -             -             -
Change in Notes Receivable - Intercompany (230)            -             -          (230)            -          (230)
Other                                        -         1,310             -         1,310             -         1,310
                                   ------------  ------------  ------------  ------------  ------------  ------------
Net Cash Provided by (Used In)
Investing  Activities                     (240)       (1,179)            -        (1,419)            -        (1,419)
                                   ------------  ------------  ------------  ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in Notes Payable to Banks             -        (2,255)            -        (2,255)            -        (2,255)
Change in Notes Payable - Intercompany   5,070          (170)            -         4,900             -         4,900
Return of Capital Contribution               -             -             -             -             -             -
Net Proceeds from Issuance of
Long-Term Debt                               -             -             -             -             -             -
Reduction of Long-Term Debt                  -       (18,165)            -       (18,165)            -       (18,165)
                                   ------------  ------------  ------------  ------------  ------------  ------------

Net Cash Provided by (Used in)
 Financing Activities                    5,070       (20,590)            -       (15,520)            -       (15,520)
                                   ------------  ------------  ------------  ------------  ------------  ------------

Effect of Exchange Rates on Cash             -         3,279             -         3,279             -         3,279
                                   ------------  ------------  ------------  ------------  ------------  ------------

Net Increase (Decrease) in Cash
 and Temporary Cash Investments            125         8,432           (11)        8,546             -         8,546

Cash and Temporary Cash Investments
 of Beginning of Period                     22         9,760            11         9,793             -         9,793
                                   ------------  ------------  ------------  ------------  ------------  ------------

Cash and Temporary Cash
 Investments at End of Year              $ 147      $ 18,192           $ -      $ 18,339           $ -      $ 18,339
                                   ============  ============  ============  ============  ============  ============




                                     HORIZON ENERGY HOLDINGS
                                   CONSOLIDATING BALANCE SHEET
                                      AT SEPTEMBER 30, 2003
                                      (THOUSANDS OF DOLLARS)

                                                                                          Consolidated
                                  Horizon     Horizon Energy                                Horizon
                                   Energy     Development B.V Total Before               Energy Holdings
                                  Holdings    (Consolidated)  Eliminations Eliminations  and Subsidiaries
                                 -----------  --------------- ------------ ------------  ----------------

ASSETS

PROPERTY, PLANT & EQUIPMENT             $ -     $ 372,774     $ 372,774          $ -     $ 372,774
  Less:  Accumulated DD&A                 -       153,585       153,585            -       153,585
                                 -----------  ------------   -----------  -----------   -----------
                                          -       219,189       219,189            -       219,189
                                 -----------  ------------   -----------  -----------   -----------
CURRENT ASSETS:
  Cash and Temporary Cash Investments     -        18,192        18,192            -        18,192
  Notes Receivable - Intercompany         -             -             -            -             -
  Allowance for Uncollectible Accounts    -        (2,068)       (2,068)           -        (2,068)
  Accounts Receivable - Intercompany      -             -             -            -             -
  Accounts Receivable                     -         7,160         7,160            -         7,160
  Unbilled Uility Revenue                 -         7,289         7,289            -         7,289
  Materials and Supplies                  -         3,759         3,759            -         3,759
  Prepayments                             -            88            88            -            88
                                 -----------  -----------    ----------   -----------   ----------
                                          -        34,420        34,420            -        34,420
                                 -----------  ------------   -----------  -----------   -----------
OTHER ASSETS:
  Investment in Assoc. Companies    158,722             -       158,722     (158,722)            -
  Goodwill                                -             -             -            -             -
  Other Assets                            -           466           466            -           466
  Notes Receivable - Intercompany         -             -             -            -             -
  Deferred Charges                        -             -             -            -             -
                                 -----------  ------------   -----------  -----------   -----------
                                    158,722           466       159,188     (158,722)          466
                                 -----------  ------------   -----------  -----------   -----------
TOTAL ASSETS                      $ 158,722     $ 254,075     $ 412,797   $ (158,722)    $ 254,075
                                 ===========  ============   ===========  ===========   ===========

CAPITALIZATION & LIABILITIES

CAPITALIZATION:
  Common Stock                          $ 2          $ 29          $ 31        $ (29)          $ 2
  Paid - in - Capital               116,756       111,621       228,377     (111,621)      116,756
  Earnings Reinvest. in the Business 19,499        25,249        44,748      (25,249)       19,499
  Accumulated Other
   Comprehensive Income              22,466        21,824        44,290      (21,824)       22,466
                                 -----------  ------------   -----------  -----------   -----------
Total Common Stock Equity           158,723       158,723       317,446     (158,723)      158,723
                                 -----------  ------------   -----------  -----------   -----------
  Long-Term Debt, Net of Current
   Portion                                -         9,844         9,844            -         9,844
  Notes Payable - Intercompany            -             -             -            -             -
                                 -----------  ------------   -----------  -----------   -----------

Total Capitalization                158,723       168,567       327,290     (158,723)      168,567
                                 -----------  ------------   -----------  -----------   -----------
  Minority Interest in Foreign
   Subsidiaries                           -        33,281        33,281            -        33,281
                                 -----------  ------------   -----------  -----------   -----------

CURRENT AND ACCRUED LIABILITIES:
  Notes Payable - Intercompany            -             -             -            -             -
  Notes Payable to Banks                  -             -             -            -             -
  Current Portion of Long-Term Debt       -         7,397         7,397            -         7,397
  Accounts Payable                        -        20,778        20,778            -        20,778
  Accounts Payable - Intercompany         -            36            36            -            36
  Other Accruals and Current
   Liabilities                            -           806           806            -           806
                                 -----------  ------------   -----------  -----------   -----------
                                          -        29,017        29,017            -        29,017
                                 -----------  ------------   -----------  -----------   -----------
DEFERRED CREDITS:
  Accumulated Deferred Income Taxes       -        22,595        22,595            -        22,595
  Liab. For Deriv. Financial Instruments  -             -             -            -             -
  Other Deferred Credits                  -           615           615            -           615
                                 -----------  ------------   -----------  -----------   -----------
                                          -        23,210        23,210            -        23,210
                                 -----------  ------------   -----------  -----------   -----------

TOTAL CAPITALIZATION
 & LIABILITIES                    $ 158,723     $ 254,075     $ 412,798   $ (158,723)    $ 254,075
                                 ===========  ============   ===========  ===========   ===========

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,  2003,
incorporated herein by reference.


                                     HORIZON ENERGY HOLDINGS
                                CONSOLIDATING STATEMENT OF INCOME
                           FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      (THOUSANDS OF DOLLARS)

                                                                                        Consolidated
                                  Horizon     Horizon Energy                            Horizon Energy
                                   Energy     Development B.V Total Before Eliminations  Holdings and
                                  Holdings    (Consolidated)  Eliminations  (Dr) Cr      Subsidiaries
                                 -----------  --------------- ------------ ------------  --------------

OPERATING REVENUE:                      $ -     $ 113,898     $ 113,898          $ -     $ 113,898
                                 -----------  ------------    -----------  -----------   -----------

OPERATING EXPENSE:
Fuel Used in Heat and
 Electric Generation                      -        61,033        61,033            -        61,033
Operation                                 -        24,247        24,247            -        24,247
Property, Franchise & Other Taxes         -         2,812         2,812            -         2,812
Depreciation, Depletion and
Amortization                              -        13,917        13,917            -        13,917
                                 -----------  ------------   -----------  -----------   -----------
                                          -       102,009       102,009            -       102,009
                                 -----------  ------------   -----------  -----------   -----------
Operating Income (Loss)                   -        11,889        11,889            -        11,889
                                 -----------  ------------   -----------  -----------   -----------

OTHER INCOME (EXPENSE):
Unremitted Earnings of
 Subsidiaries                        (1,450)            -        (1,450)       1,450             -
Interest - Intercompany                   -             -             -            -             -
Other Income                              -         2,259         2,259            -         2,259
Interest on Long-Term Debt                -        (1,385)       (1,385)           -        (1,385)
Interest-Intercompany                     -            (1)           (1)           -            (1)
Other Interest                            -        (1,095)       (1,095)           -        (1,095)
                                 -----------  ------------   -----------  -----------   -----------

                                     (1,450)         (222)       (1,672)       1,450          (222)
                                 -----------  ------------   -----------  -----------   -----------
Income (Loss) Before
 Income Taxes and
 and Minority Interest in
 Foreign Subsidiaries                (1,450)       11,667        10,217        1,450        11,667
                                 -----------  ------------   -----------  -----------   -----------

Income Taxes                              -         4,077         4,077            -         4,077
Minority Interest in
 Foreign Subsidiaries                     -          (785)         (785)           -          (785)
                                 -----------  ------------   -----------  -----------   -----------

Income/(Loss) Before Cumulative
 Effect of Change in Accounting      (1,450)        6,805         5,355        1,450         6,805

Cumulative Effect of Change
 in Accounting                            -        (8,255)       (8,255)           -        (8,255)
                                 -----------  ------------   -----------  -----------   -----------

Net Income (Loss) Available
 for Common Stock                  $ (1,450)     $ (1,450)     $ (2,900)     $ 1,450      $ (1,450)
                                 ===========  ============   ===========  ===========   ===========


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,  2003,
incorporated herein by reference.



                                     HORIZON ENERGY HOLDINGS
                  CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
                           FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      (THOUSANDS OF DOLLARS)

                                                                                        Consolidated
                                  Horizon     Horizon Energy                            Horizon Energy
EARNINGS REINVESTED                Energy     Development B.V Total Before Eliminations  Holdings and
IN THE BUSINESS                   Holdings    (Consolidated)  Eliminations  (Dr) Cr      Subsidiaries
                                 -----------  --------------- ------------ ------------  -------------

Balance at Beginning of Year       $ 20,949      $ 26,699      $ 47,648    $ (26,699)     $ 20,949

Net Income (Loss) Available
 for Common Stock                    (1,450)       (1,450)       (2,900)       1,450        (1,450)
                                 -----------  ------------   -----------  -----------   -----------

Balance at End of Year             $ 19,499      $ 25,249      $ 44,748    $ (25,249)     $ 19,499
                                 ===========  ============   ===========  ===========   ===========


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,  2003,
incorporated herein by reference.



                                     HORIZON ENERGY HOLDINGS
                         CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
                           FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                      (THOUSANDS OF DOLLARS)

                                                                                          Consolidated
                                  Horizon     Horizon Energy  Total Before               Horizon Energy
                                   Energy     Development B.V Eliminations  Eliminations  Holdings and
                                  Holdings    (Consolidated)  & Adjustments   (Dr) Cr     Subsidiaries
                                 -----------  --------------- ------------- ------------ --------------

Net Income (Loss) Available for
  Common Stock                     $ (1,450)     $ (1,450)     $ (2,900)     $ 1,450      $ (1,450)
                                 -----------  ------------   -----------  -----------   -----------

Other Comprehensive Income (Loss) :
  Foreign Currency Translation
   Adjustment                        17,651        17,651        35,302      (17,651)       17,651
                                 -----------  ------------   -----------  -----------   -----------

Other Comprehensive Income (Loss)    17,651        17,651        35,302      (17,651)       17,651
                                 -----------  ------------   -----------  -----------   -----------

Comprehensive Income (Loss)        $ 16,201      $ 16,201      $ 32,402    $ (16,201)     $ 16,201
                                 ===========  ============   ===========  ===========   ===========


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,  2003,
incorporated herein by reference.




                                   HORIZON ENERGY HOLDINGS
                            CONSOLIDATING STATEMENT OF CASH FLOWS
                         FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                    (THOUSANDS OF DOLLARS)

                                                                                        Consolidated
                                  Horizon   Horizon Energy  Total Before               Horizon Energy
                                  Energy    Development BV  Eliminations                Holdings and
                                 Holdings   (Consolidated)  & Adjustments Eliminations  Subsidiaries
                                ----------  --------------  ------------- ------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                 $ (1,450)    $ (1,450)    $ (2,900)     $ 1,450     $ (1,450)
Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating
  Activities:
  Unremitted Earnings of Subs.       1,450            -        1,450       (1,450)           -
  Depreciation, Depletion &
   Amortization                          -       13,917       13,917            -       13,917
  Deferred Income Taxes                  -        4,115        4,115            -        4,115
  Minority Interest in Foreign
   Subsidiaries                          -          785          785            -          785
  Cumulative Effect of Change
   in Accounting                         -        8,255        8,255            -        8,255
  Other                                  -            -            -            -            -

Change in:
  Accounts Receivable - Intercompany     -            -            -            -            -
  Receivables and Unbilled Utility
   Revenue                               -        1,076        1,076            -        1,076
  Material and Supplies                  -           (8)          (8)           -           (8)
  Prepayments                            -          (28)         (28)           -          (28)
  Accounts Payable                       -            6            6            -            6
  Accounts Payable - Intercompany        -         (774)        (774)           -         (774)
  Other Accruals and Current
   Liabilities                           -          917          917            -          917
  Other Assets                           -           (8)          (8)           -           (8)
  Other Liabilities                      -          119          119            -          119
                                -----------  -----------  -----------  -----------  -----------
Net Cash Provided by (Used in)
 Operations                              -       26,922       26,922            -       26,922
                                -----------  -----------  -----------  -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures                     -       (2,489)      (2,489)           -       (2,489)
Investment in Associated Companies       -            -            -            -            -
Other                                    -        1,310        1,310            -        1,310
                                -----------  -----------  -----------  -----------  -----------
Net Cash Provided by (Used In)
 Investing  Activities                   -       (1,179)      (1,179)           -       (1,179)
                                -----------  -----------  -----------  -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in Notes Payable to Banks         -       (2,255)      (2,255)           -       (2,255)
Change in Notes Payable - Intercompany   -         (170)        (170)           -         (170)
Net Proceeds from Issuance of
 Long-Term Debt                          -            -            -            -            -
Reduction of Long-Term Debt              -      (18,165)     (18,165)           -      (18,165)
                                -----------  -----------  -----------  -----------  -----------

Net Cash Provided by (Used in)
 Financing Activities                    -      (20,590)     (20,590)           -      (20,590)
                                -----------  -----------  -----------  -----------  -----------

Effect of Exchange Rates on Cash         -        3,279        3,279            -        3,279
                                -----------  -----------  -----------  -----------  -----------

Net Increase (Decrease) in Cash
 and Temporary Cash Investments          -        8,432        8,432            -        8,432

Cash and Temporary Cash Investments
 of Beginning of Period                  -        9,760        9,760            -        9,760
                                -----------  -----------  -----------  -----------  -----------

Cash and Temporary Cash
 Investments at End of Year            $ -     $ 18,192     $ 18,192          $ -     $ 18,192
                                ===========  ===========  ===========  ===========  ===========


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,  2003,
incorporated herein by reference.




                                          HORIZON ENERGY DEVELOPMENT, B.V.
                                             CONSOLIDATING BALANCE SHEET
                                                AT SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)

                                                   United
                                                 Energy, a.s.                                                   Consolidated
                                                    (UE)          Horizon Energy    Total Before                 Horizon B.V.
                                   Horizon B.V.  (Consolidated) Development, s.r.o. Eliminations  Eliminations and Subsidiaries
                                   ------------  ------------   ------------------- ------------  ------------ ----------------

ASSETS

PROPERTY, PLANT & EQUIPMENT                $ -     $ 372,560           $ 214         $ 372,774          $ -     $ 372,774
  Less:  Accumulated DD&A                    -       153,392             193           153,585            -       153,585
                                   ------------  ------------  --------------      ------------  -----------  ------------
                                             -       219,168              21           219,189            -       219,189
                                   ------------  ------------  --------------      ------------  -----------  ------------
CURRENT ASSETS:
  Cash and Temporary Cash Investments      586        16,792             814            18,192            -        18,192
  Notes Receivable - Intercompany            -             -               -                 -            -             -
  Allowance for Uncollectible Accounts       -        (2,068)              -            (2,068)           -        (2,068)
  Accounts Receivable - Intercompany         -             -             178               178         (178)            -
  Accounts Receivable                        -         7,093              67             7,160            -         7,160
  Unbilled Uility Revenue                    -         7,289               -             7,289            -         7,289
  Materials and Supplies                     -         3,759               -             3,759            -         3,759
  Prepayments                                -            84               4                88            -            88
                                   ------------  ------------  --------------     ------------  -----------  ------------
                                           586        32,949           1,063            34,598         (178)       34,420
                                   ------------  ------------  --------------     ------------  -----------  ------------
OTHER ASSETS:
  Investment in Associated Companies   158,222             -               -           158,222     (158,222)            -
  Goodwill                                   -             -               -                 -            -             -
  Other Assets                             (40)          311             195               466            -           466
  Notes Receivable - Intercompany            -             -               -                 -            -             -
  Deferred Charges                           -             -               -                 -            -             -
                                   ------------  ------------  --------------     ------------  -----------  ------------
                                       158,182           311             195           158,688     (158,222)          466
                                   ------------  ------------  --------------     ------------  -----------  ------------
TOTAL ASSETS                         $ 158,768     $ 252,428         $ 1,279         $ 412,475   $ (158,400)    $ 254,075
                                   ============  ============  ==============     ============  ===========  ============

CAPITALIZATION & LIABILITIES

CAPITALIZATION:
  Common Stock                            $ 29      $ 59,770        $ (1,246)         $ 58,553    $ (58,524)         $ 29
  Paid - in - Capital                  111,621        50,822           1,487           163,930      (52,309)      111,621
  Earnings Reinvested in the Business   25,249        24,626             574            50,449      (25,200)       25,249
  Accumulated Other Comp. Income        21,824        21,761             428            44,013      (22,189)       21,824
                                   ------------  ------------  --------------     ------------  -----------  ------------
Total Common Stock Equity              158,723       156,979           1,243           316,945     (158,222)      158,723
                                   ------------  ------------  --------------     ------------  -----------  ------------
  Long-Term Debt, Net of Current
   Portion                                   -         9,844               -             9,844            -         9,844
  Notes Payable - Intercompany               -             -               -                 -            -             -
                                   ------------  ------------  --------------     ------------  -----------  ------------

Total Capitalization                   158,723       166,823           1,243           326,789     (158,222)      168,567
                                   ------------  ------------  --------------     ------------  -----------  ------------
  Minority Interest in Foreign
   Subsidiaries                              -        33,281               -            33,281            -        33,281
                                   ------------  ------------  --------------     ------------  -----------  ------------

CURRENT AND ACCRUED LIABILITIES:
Notes Payable - Intercompany                 -             -               -                 -            -             -
Notes Payable to Banks                       -             -               -                 -            -             -
Current Portion of Long-Term Debt            -         7,397               -             7,397            -         7,397
Accounts Payable                             -        20,905              51            20,956         (178)       20,778
Accounts Payable - Intercompany             36             -               -                36            -            36
Other Accruals and Current
Liabilities                                  9           812             (15)              806            -           806
                                   ------------  ------------  --------------     ------------  -----------  ------------
                                            45        29,114              36            29,195         (178)       29,017
                                   ------------  ------------  --------------     ------------  -----------  ------------
DEFERRED CREDITS:
  Accumulated Deferred Income Taxes          -        22,595               -            22,595            -        22,595
  Liab. For Deriv. Financial Instruments     -             -               -                 -            -             -
  Other Deferred Credits                     -           615               -               615            -           615
                                   ------------  ------------  --------------     ------------  -----------  ------------
                                             -        23,210               -            23,210            -        23,210
                                   ------------  ------------  --------------     ------------  -----------  ------------

TOTAL CAPITALIZATION & LIABILITIES   $ 158,768     $ 252,428         $ 1,279         $ 412,475   $ (158,400)    $ 254,075
                                   ============  ============  ==============     ============  ===========  ============

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,  2003,
incorporated herein by reference.



                                          HORIZON ENERGY DEVELOPMENT, B.V.
                                          CONSOLIDATING STATEMENT OF INCOME
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)


                                                                                                                Consolidated
                                                     UE        Horizon Energy      Total Before  Eliminations   Horizon B.V.
                                   Horizon B.V. (Consolidated) Development, s.r.o. Eliminations    (Dr) Cr    and Subsidiaries
                                   ------------  ------------  ------------------- ------------  -----------  ----------------

OPERATING REVENUE:                         $ -     $ 113,898         $ 1,130         $ 115,028     $ (1,130)    $ 113,898
                                   ------------  ------------  --------------      ------------  -----------  ------------

OPERATING EXPENSE:
Fuel Used in Heat and
 Electric Generation                         -        61,033               -            61,033            -        61,033
Operation and Maintenance                   88        24,339             949            25,376       (1,129)       24,247
Property, Franchise & Other Taxes            -         2,674             138             2,812            -         2,812
Depreciation, Depletion and
 Amortization                                -        13,907              10            13,917            -        13,917
                                   ------------  ------------  --------------      ------------  -----------  ------------
                                            88       101,953           1,097           103,138       (1,129)      102,009
                                   ------------  ------------  --------------      ------------  -----------  ------------
Operating Income (Loss)                    (88)       11,945              33            11,890           (1)       11,889
                                   ------------  ------------  --------------     ------------  -----------  ------------

OTHER INCOME (EXPENSE):
Unremitted Earnings of
 Subsidiaries                            6,892             -               -             6,892       (6,892)            -
Other Income                                 3         2,222              34             2,259            -         2,259
Interest on Long-Term Debt                   -        (1,385)              -            (1,385)           -        (1,385)
Interest - Intercompany                     (1)            -               -                (1)           -            (1)
Other Interest                              (1)       (1,094)              -            (1,095)           -        (1,095)
                                   ------------  ------------  --------------      ------------  -----------  ------------
                                         6,893          (257)             34             6,670       (6,892)         (222)
                                   ------------  ------------  --------------      ------------  -----------  ------------
Income (Loss) Before
 Income Taxes and
 and Minority Interest in
 Foreign Subsidiaries                    6,805        11,688              67            18,560       (6,893)       11,667
                                   ------------  ------------  --------------      ------------  -----------  ------------

Income Taxes                                 -         4,019              58             4,077            -         4,077
Minority Interest in
 Foreign Subsidiaries                        -          (785)              -              (785)           -          (785)
                                   ------------  ------------  --------------      ------------  -----------  ------------

Income (Loss) Before Cumulative Effect
 of Change in Accounting Principle       6,805         6,884               9            13,698       (6,893)        6,805

Cumulative Effect of Change in
 Accounting Principle                   (8,255)       (7,922)           (333)          (16,510)       8,255        (8,255)
                                   ------------  ------------  --------------      ------------  -----------  ------------

Net Income (Loss) Available
 for Common Stock                     $ (1,450)     $ (1,038)         $ (324)         $ (2,812)     $ 1,362      $ (1,450)
                                   ============  ============  ==============      ============  ===========  ============


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,  2003,
incorporated herein by reference.



                                          HORIZON ENERGY DEVELOPMENT, B.V.
                           CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)


                                                                                                                Consolidated
EARNINGS REINVESTED                                  UE         Horizon Energy      Total Before  Eliminations   Horizon B.V.
IN THE BUSINESS                    Horizon B.V.  (Consolidated) Development, s.r.o. Eliminations     (Dr) Cr   and Subsidiaries
                                   ------------  -------------  ------------------- ------------  -----------  ----------------

Balance at Beginning of Year          $ 26,699      $ 25,664           $ 898          $ 53,261    $ (26,562)     $ 26,699

Net Income (Loss) Available
for Common Stock                        (1,450)       (1,038)           (324)           (2,812)       1,362        (1,450)
                                   ------------  ------------  --------------      ------------  -----------  ------------

Balance at End of Year                $ 25,249      $ 24,626           $ 574          $ 50,449    $ (25,200)     $ 25,249
                                   ============  ============  ==============      ============  ===========  ============


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,  2003,
incorporated herein by reference.



                                          HORIZON ENERGY DEVELOPMENT, B.V.
                                   CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)

                                                                                                                 Consolidated
                                                     UE         Horizon Energy      Total Before  Eliminations   Horizon B.V.
                                   Horizon B.V.  (Consolidated) Development, s.r.o. Eliminations   (Dr) Cr     and Subsidiaries
                                   ------------  -------------- ------------------- ------------  ------------ ----------------

Net Income (Loss) Available for
 Common Stock                         $ (1,450)     $ (1,038)         $ (324)         $ (2,812)     $ 1,362       $ (1,450)
                                   ------------  ------------  --------------      ------------  -----------   ------------

Other Comprehensive Income (Loss):
 Foreign Currency Translation
 Adjustment                             17,651        17,443             210            35,304      (17,653)        17,651
                                   ------------  ------------  --------------     ------------  -----------   ------------

Other Comprehensive Income (Loss)       17,651        17,443             210            35,304      (17,653)        17,651
                                   ------------  ------------  --------------      ------------  -----------   ------------

Comprehensive Income (Loss)           $ 16,201      $ 16,405          $ (114)         $ 32,492    $ (16,291)      $ 16,201
                                   ============  ============  ==============      ============  ===========   ============


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,  2003,
incorporated herein by reference.



                                          HORIZON ENERGY DEVELOPMENT, B.V.
                                       CONSOLIDATING STATEMENT OF CASH FLOWS
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)


                                                                                                                 Consolidated
                                                     UE           Horizon Energy    Total Before                 Horizon B.V.
                                   Horizon B.V.  (Consolidated) Development, s.r.o. Eliminations  Eliminations  and Subsidiaries
                                   ------------  -------------- ------------------- ------------  ------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                     $ (1,450)     $ (1,038)       $ (324)            $ (2,812)      $ 1,362      $ (1,450)
Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating
  Activities:
 Unremitted Earnings of Subsidiaries     1,362             -             -                1,362        (1,362)            -
 Depreciation, Depletion &
  Amortization                               -        13,907            10               13,917             -        13,917
 Deferred Income Taxes                       -         4,118            (3)               4,115             -         4,115
 Minority Interest in Foreign
  Subsidiaries                               -           785             -                  785             -           785
 Cumulative Effect of Change in Accounting   -         7,921           334                8,255             -         8,255
 Other                                       -             -             -                    -             -             -

Change in:
 Accounts Receivable - Intercompany          -             -           (44)                 (44)           44             -
 Receivables and Unbilled Utility
  Revenue                                    -         1,070             6                1,076             -         1,076
 Material and Supplies                       -            (8)            -                   (8)            -            (8)
 Prepayments                                 -           (27)           (1)                 (28)            -           (28)
 Accounts Payable                            -            36            (4)                  32           (26)            6
 Accounts Payable - Intercompany          (774)            -             -                 (774)            -          (774)
 Other Accruals and Current
  Liabilities                                -           915             2                  917             -           917
 Other Assets                                -            (8)            -                   (8)            -            (8)
 Other Liabilities                           -           119             -                  119             -           119
                                   ------------  ------------  ------------         ------------  ------------  ------------

Net Cash Provided by (Used in)
 Operations                               (862)       27,790           (24)              26,904            18        26,922
                                   ------------  ------------  ------------         ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures                         -        (2,471)          (18)              (2,489)            -        (2,489)
Change in Notes
 Receivable - Intercompany                  18             -             -                   18           (18)            -
Investment in Associated Companies           -             -             -                    -             -             -
Other                                    1,538         1,279            31                2,848        (1,538)        1,310
                                   ------------  ------------  ------------         ------------  ------------  ------------
Net Cash Provided by (Used In)
 Investing  Activities                   1,556        (1,192)           13                  377        (1,556)       (1,179)
                                   ------------  ------------  ------------         ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in Notes Payable to Banks             -        (2,255)            -               (2,255)            -        (2,255)
Change in Notes Payable - Intercompany    (170)            -             -                 (170)            -          (170)
Return of Capital                            -             -        (1,538)              (1,538)        1,538             -
Net Proceeds from Issuance of
 Long-Term Debt                              -             -             -                    -             -             -
Reduction of Long-Term Debt                  -       (18,165)            -              (18,165)            -       (18,165)
                                   ------------  ------------  ------------         ------------  ------------  ------------

Net Cash Provided by (Used in)
 Financing Activities                     (170)      (20,420)       (1,538)             (22,128)        1,538       (20,590)
                                   ------------  ------------  ------------         ------------  ------------  ------------

Effect of Exchange Rates on Cash             -         3,054           225                3,279             -         3,279
                                   ------------  ------------  ------------         ------------  ------------  ------------

Net Increase (Decrease) in Cash
 and Temporary Cash Investments            524         9,232        (1,324)               8,432             -         8,432

Cash and Temporary Cash Investments
 of Beginning of Period                     62         7,560         2,138                9,760             -         9,760
                                   ------------  ------------  ------------         ------------  ------------  ------------

Cash and Temporary Cash
 Investments at End of Year              $ 586      $ 16,792         $ 814             $ 18,192           $ -      $ 18,192
                                   ============  ============  ============         ============  ============  ============


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,  2003,
incorporated herein by reference.




                                              UNITED ENERGY, a.s.
                                          CONSOLIDATING BALANCE SHEET
                                             AT SEPTEMBER 30, 2003
                                             (THOUSANDS OF DOLLARS)


                                                                                                      Consolidated
                                                 Teplarna                  Total Before                 UE and
                                      UE          Liberec        ENOP      Eliminations Eliminations  Subsidiaries
                                  -----------   ------------  -----------  -----------  ------------  -----------

ASSETS

PROPERTY, PLANT & EQUIPMENT        $ 349,622       $ 22,895         $ 43    $ 372,560           $ -    $ 372,560
  Less:  Accumulated DD&A            144,675          8,696           21      153,392             -      153,392
                                  -----------   ------------  -----------  -----------  ------------  -----------
                                     204,947         14,199           22      219,168             -      219,168
                                  -----------   ------------  -----------  -----------  ------------  -----------
CURRENT ASSETS:
  Cash and Temporary Cash Investments 14,197          2,224          371       16,792             -       16,792
  Notes Receivable - Intercompany          -              -            -            -             -            -
  Allow. for Uncollectible Accounts   (1,295)          (768)          (5)      (2,068)            -       (2,068)
  Accounts Receivable - Intercompany       -              -            -            -             -            -
  Accounts Receivable                  4,657          2,431            5        7,093             -        7,093
  Unbilled Uility Revenue              6,947            342            -        7,289             -        7,289
  Materials and Supplies               3,586            173            -        3,759             -        3,759
  Prepayments                             71             13            -           84             -           84
                                  -----------   ------------  -----------  -----------  ------------  -----------
                                      28,163          4,415          371       32,949             -       32,949
                                  -----------   ------------  -----------  -----------  ------------  -----------
OTHER ASSETS:
  Investment in Assoc. Companies      12,054              -            -       12,054       (12,054)           -
  Goodwill                                 -              -            -            -             -            -
  Other Assets                           279             32            -          311             -          311
  Notes Receivable - Intercompany          -              -            -            -             -            -
  Deferred Charges                         -              -            -            -             -            -
                                  -----------   ------------  -----------  -----------  ------------  -----------
                                      12,333             32            -       12,365       (12,054)         311
                                  -----------   ------------  -----------  -----------  ------------  -----------
TOTAL ASSETS                       $ 245,443       $ 18,646        $ 393    $ 264,482     $ (12,054)   $ 252,428
                                  ===========   ============  ===========  ===========  ============  ===========

CAPITALIZATION & LIABILITIES

CAPITALIZATION:
  Common Stock                      $ 59,770       $ 17,004          $ 3     $ 76,777     $ (17,007)    $ 59,770
  Paid - in - Capital                 50,822         (5,723)         883       45,982         4,840       50,822
  Earnings Reinvested in the Business 24,626             22         (401)      24,247           379       24,626
  Accumulated Other Comp. Income      21,761            238           28       22,027          (266)      21,761
                                  -----------   ------------  -----------  -----------  ------------  -----------
Total Common Stock Equity            156,979         11,541          513      169,033       (12,054)     156,979
                                  -----------   ------------  -----------  -----------  ------------  -----------
  Long-Term Debt, Net of Current
   Portion                             9,844              -            -        9,844             -        9,844
  Notes Payable - Intercompany             -              -            -            -             -            -
                                  -----------   ------------  -----------  -----------  ------------  -----------

Total Capitalization                 166,823         11,541          513      178,877       (12,054)     166,823
                                  -----------   ------------  -----------  -----------  ------------  -----------
  Minority Interest in Foreign
   Subsidiaries                       28,324          4,957            -       33,281             -       33,281
                                  -----------   ------------  -----------  -----------  ------------  -----------

CURRENT AND ACCRUED LIABILITIES:
  Notes Payable - Intercompany             -              -            -            -             -            -
  Notes Payable to Banks                   -              -            -            -             -            -
  Current Portion of Long-Term Debt    7,397              -            -        7,397             -        7,397
  Accounts Payable                    19,631          1,267           (1)      20,897             8       20,905
  Accounts Payable - Intercompany          8              -            -            8            (8)           -
  Other Accruals and Current
   Liabilities                           946           (158)          24          812             -          812
                                  -----------   ------------  -----------  -----------  ------------  -----------
                                      27,982          1,109           23       29,114             -       29,114
                                  -----------   ------------  -----------  -----------  ------------  -----------
DEFERRED CREDITS:
  Accumulated Deferred Income Taxes   21,699          1,039         (143)      22,595             -       22,595
  Other Deferred Credits                 615              -            -          615             -          615
                                  -----------   ------------  -----------  -----------  ------------  -----------
                                      22,314          1,039         (143)      23,210             -       23,210
                                  -----------   ------------  -----------  -----------  ------------  -----------

TOTAL CAPITALIZATION & LIABILITIES $ 245,443       $ 18,646        $ 393    $ 264,482     $ (12,054)   $ 252,428
                                  ===========   ============  ===========  ===========  ============  ===========

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,  2003,
incorporated herein by reference.


                                              UNITED ENERGY, a.s.
                                       CONSOLIDATING STATEMENT OF INCOME
                                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                             (THOUSANDS OF DOLLARS)


                                                                                                      Consolidated
                                                 Teplarna                  Total Before Eliminations    UE and
                                      UE          Liberec        ENOP      Eliminations   (Dr) Cr     Subsidiaries
                                  -----------   ------------  -----------  -----------  ------------  -----------

OPERATING REVENUE:                  $ 95,455       $ 21,207          $ 4    $ 116,666      $ (2,768)   $ 113,898
                                  -----------   ------------  -----------  -----------  ------------  -----------

OPERATING EXPENSE:
Fuel Used in Heat and
 Electric Generation                  46,721         14,312            -       61,033             -       61,033
Operation and Maintenance             20,093          7,006            8       27,107        (2,768)      24,339
Property, Franchise & Other Taxes      2,311            363            -        2,674             -        2,674
Depreciation, Depletion and
 Amortization                         12,698          1,205            4       13,907             -       13,907
                                  -----------   ------------  -----------  -----------  ------------  -----------
                                      81,823         22,886           12      104,721        (2,768)     101,953
                                  -----------   ------------  -----------  -----------  ------------  -----------
Operating Income (Loss)               13,632         (1,679)          (8)      11,945             -       11,945
                                  -----------   ------------  -----------  -----------  ------------  -----------

OTHER INCOME (EXPENSE):
Unremitted Earnings of
 Subsidiaries                           (969)             -            -         (969)          969            -
Other Income                           2,124             93            5        2,222             -        2,222
Interest on Long-Term Debt            (1,385)             -            -       (1,385)            -       (1,385)
Interest-Intercompany                      -              -            -            -             -            -
Other Interest                        (1,094)             -            -       (1,094)            -       (1,094)
                                  -----------   ------------  -----------  -----------  ------------  -----------
                                      (1,324)            93            5       (1,226)          969         (257)
                                  -----------   ------------  -----------  -----------  ------------  -----------

Income (Loss) Before
 Income Taxes and
 and Minority Interest in
 Foreign Subsidiaries                 12,308         (1,586)          (3)      10,719           969       11,688
                                  -----------   ------------  -----------  -----------  ------------  -----------

Income Taxes                           4,224           (205)           -        4,019             -        4,019
Minority Interest in
 Foreign Subsidiaries                 (1,199)           414            -         (785)            -         (785)
                                  -----------   ------------  -----------  -----------  ------------  -----------

Income (Loss) Before Cumulative Effect
 of Change in Accounting Principle     6,885           (967)          (3)       5,915           969        6,884

Cumulative Effect of Change
 in Accounting Principle              (7,923)           935          (93)      (7,081)         (841)      (7,922)
                                  -----------   ------------  -----------  -----------  ------------  -----------

Net Income (Loss) Available
 for Common Stock                   $ (1,038)         $ (32)       $ (96)    $ (1,166)        $ 128     $ (1,038)
                                  ===========   ============  ===========  ===========  ============  ===========


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,  2003,
incorporated herein by reference.


                                              UNITED ENERGY, a.s.
                         CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
                                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                             (THOUSANDS OF DOLLARS)


                                                                                                      Consolidated
EARNINGS REINVESTED                              Teplarna                  Total Before Eliminations    UE and
IN THE BUSINESS                       UE          Liberec        ENOP      Eliminations   (Dr) Cr     Subsidiaries
                                  -----------   ------------  -----------  -----------  ------------  -----------

Balance at Beginning of Year        $ 25,664           $ 54       $ (305)    $ 25,413         $ 251     $ 25,664

Net Income (Loss) Available
 for Common Stock                     (1,038)           (32)         (96)      (1,166)          128       (1,038)
                                  -----------   ------------  -----------  -----------  ------------  -----------

Balance at End of Year              $ 24,626           $ 22       $ (401)    $ 24,247         $ 379     $ 24,626
                                  ===========   ============  ===========  ===========  ============  ===========


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,  2003,
incorporated herein by reference.


                                              UNITED ENERGY, a.s.
                                CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
                                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                             (THOUSANDS OF DOLLARS)

                                                                                                      Consolidated
                                                 Teplarna                  Total Before Eliminations    UE and
                                      UE          Liberec        ENOP      Eliminations   (Dr) Cr     Subsidiaries
                                  -----------   ------------  -----------  -----------  ------------  -----------

Net Income (Loss) Available for
 Common Stock                       $ (1,038)         $ (32)       $ (96)    $ (1,166)        $ 128     $ (1,038)
                                  -----------   ------------  -----------  -----------  ------------  -----------

Other Comprehensive Income (Loss) :
 Foreign Currency Translation
  Adjustment                          17,443          1,397           59       18,899        (1,456)      17,443
                                  -----------   ------------  -----------  -----------  ------------  -----------

Other Comprehensive Income (Loss)     17,443          1,397           59       18,899        (1,456)      17,443
                                  -----------   ------------  -----------  -----------  ------------  -----------

Comprehensive Income (Loss)         $ 16,405        $ 1,365        $ (37)    $ 17,733      $ (1,328)    $ 16,405
                                  ===========   ============  ===========  ===========  ============  ===========


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,  2003,
incorporated herein by reference.



                                                 UNITED ENERGY, a.s.
                                        CONSOLIDATING STATEMENT OF CASH FLOWS
                                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                               (THOUSANDS OF DOLLARS)


                                                                              Total Before                Consolidated
                                                   Teplarna                   Eliminations                  UE and
                                        UE          Liberec        ENOP       & Adjustments Eliminations  Subsidiaries
                                    -----------   ------------  ------------  ------------  ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                     $ (1,038)         $ (32)        $ (96)     $ (1,166)        $ 128      $ (1,038)
Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating
  Activities:
 Unremitted Earnings of Subsidiaries       969              -             -           969          (969)            -
 Depreciation, Depletion &
  Amortization                          12,698          1,205             4        13,907             -        13,907
 Deferred Income Taxes                   4,289           (170)           (1)        4,118             -         4,118
 Minority Interest in Foreign
  Subsidiaries                           1,199           (414)            -           785             -           785
 Cumulative Effect of Change in
  Accounting Principle                   7,922           (935)           93         7,080           841         7,921
 Other                                       -              -             -             -             -             -

Change in:
 Accounts Receivable - Intercompany          -              -             -             -             -             -
 Receivables and Unbilled Utility
  Revenue                                1,210           (144)            4         1,070             -         1,070
 Material and Supplies                      26            (34)            -            (8)            -            (8)
 Prepayments                               (27)             -             -           (27)            -           (27)
 Accounts Payable                          180            (68)          (72)           40            (4)           36
 Accounts Payable - Intercompany            (4)             -             -            (4)            4             -
 Other Accruals and Current
  Liabilities                               26            890            (1)          915             -           915
 Other Assets                               57            (65)            -            (8)            -            (8)
 Other Liabilities                         119              -             -           119             -           119
                                    -----------   ------------  ------------  ------------  ------------  ------------
Net Cash Provided by (Used in)
Operations                              27,626            233           (69)       27,790             -        27,790
                                    -----------   ------------  ------------  ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures                    (1,321)        (1,150)            -        (2,471)            -        (2,471)
Change in Notes
 Receivable - Intercompany                   -              -             -             -             -             -
Other                                    1,241             38             -         1,279             -         1,279
                                    -----------   ------------  ------------  ------------  ------------  ------------
Net Cash Provided by (Used In)
 Investing  Activities                     (80)        (1,112)            -        (1,192)            -        (1,192)
                                    -----------   ------------  ------------  ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in Notes Payable to Banks        (2,255)             -             -        (2,255)            -        (2,255)
Change in Notes Payable - Intercompany       -              -             -             -             -             -
Net Proceeds from Issuance of
 Long-Term Debt                              -              -             -             -             -             -
Reduction of Long-Term Debt            (18,165)             -             -       (18,165)            -       (18,165)
                                    -----------   ------------  ------------  ------------  ------------  ------------

Net Cash Provided by (Used in)
 Financing Activities                  (20,420)             -             -       (20,420)            -       (20,420)
                                    -----------   ------------  ------------  ------------  ------------  ------------

Effect of Exchange Rates on Cash         2,552            458            44         3,054             -         3,054
                                    -----------   ------------  ------------  ------------  ------------  ------------

Net Increase (Decrease) in Cash
 and Temporary Cash Investments          9,678           (421)          (25)        9,232             -         9,232

Cash and Temporary Cash Investments
 of Beginning of Period                  4,519          2,645           396         7,560             -         7,560
                                    -----------   ------------  ------------  ------------  ------------  ------------

Cash and Temporary Cash
 Investments at End of Year           $ 14,197        $ 2,224         $ 371      $ 16,792           $ -      $ 16,792
                                    ===========   ============  ============  ============  ============  ============


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,  2003,
incorporated herein by reference.
EXHIBITS 
   A.    *(1)   Annual Report on Form 10-K for fiscal year ended September 30, 2003 filed December 29, 2003 (File No. 1-3880).

          (2)   National Fuel Gas Company 2003 Annual Report to Shareholders (paper copy submitted under cover of Form SE).

         *(3)   National Fuel Gas Company Proxy Statement, dated and filed January 20, 2004 (File No. 1-03880).

   B.    Articles of Incorporation, By-Laws and Partnership Agreements.

         (1)      National Fuel Gas Company

                    *i    Restated Certificate of Incorporation of National Fuel Gas Company, dated September 21, 1998 (Exhibit 3.1,
                          Form 10-K for fiscal year ended September 30, 1998 in File No. 1-3880).

                   *ii    National Fuel Gas Company By-Laws as amended on December 12, 2002, (Exhibit 3 (ii) designated as Exhibit
                          ex99-1 for EDGAR purposes, Form 10-Q for quarterly period ended December 31, 2002 in File No. 1-3880).

         (2)      National Fuel Gas Distribution Corporation

                    *i    By-Laws, as amended March 11, 1998.  (Exhibit (2)i, designated as Exhibit ex99-1 for EDGAR purposes, Form
                          U5S for fiscal year ended September 30, 1999.)

                   *ii    Restated Certificate of Incorporation of National Fuel Gas Distribution Corporation, dated May 9, 1988
                          (Exhibit B-1 in File No. 70-7478).

         (3)      National Fuel Gas Supply Corporation

                    *i    By-Laws, as amended (Exhibit (3)i, Form U5S for fiscal year ended September 30, 1989).

                   *ii    Articles of Incorporation of United Natural Gas Company, dated February 1, 1886 (Exhibit (3)ii, Form U5S for
                          fiscal year ended September 30, 1984).

                  *iii    Certificate of Merger and Consolidation dated January 2, 1951 (Exhibit (3)iii, Form U5S for fiscal year
                          ended September 30, 1984).

                   *iv    Joint Agreement and Plan of Merger, dated June 18, 1974 (Exhibit (3)iv, Form U5S for fiscal year ended
                          September 30, 1987).

                    *v    Certificate of Merger and Plan of Merger of Penn-York Energy Corporation and National Fuel Gas Supply
                          Corporation dated April 1, 1994 (Exhibit (3)v, designated as Exhibit ex99-3 for EDGAR purposes, Form U5S for
                          fiscal year ended September 30, 1994).



*  Incorporated herein by reference as indicated.

EXHIBITS (Continued)

         (4)      Leidy Hub, Inc. (formerly Enerop Corporation)

                    *i    By-Laws (Exhibit A-15, File No. 70-7478).

                   *ii    Restated Certificate of Incorporation of Enerop Corporation dated October 15, 1993.  (Exhibit (4)ii,
                          designated as Exhibit ex99-2 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1999).

                  *iii    Action by Board of Directors to amend the By-Laws dated October 10, 1993 (Exhibit (4)iii, designated as
                          Exhibit ex-3 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1993).

         (5)      Seneca Resources Corporation

                    *i    By-Laws, as amended (Exhibit (5)i, Form U5S for fiscal year ended September 30, 1989).

                   *ii    Articles of Incorporation of Mars Natural Gas Company dated March 29, 1913 (Exhibit (5)ii, Form U5S for
                          fiscal year ended September 30, 1984).

                  *iii    Secretary's Certificate dated January 4, 1918 (Exhibit (5)iii, Form U5S for fiscal year ended September 30,
                          1984).

                   *iv    Articles of Amendment, dated March 30, 1955 (Exhibit (5)iv, Form U5S for fiscal year ended September 30,
                          1984).

                    *v    Certificate of Amendment changing name of the Mars Company to Seneca Resources Corporation, January 29, 1976
                          (Exhibit (5)v, Form U5S for fiscal year ended September 30, 1984).

                   *vi    Certificate of Merger and Plan of Merger of Seneca Resources Corporation and Empire Exploration, Inc. dated
                          April 29, 1994 (Exhibit (5)vi, designated as Exhibit EX-99-2 for EDGAR purposes, Form U5S for fiscal year
                          ended September 30, 1994).

                  *vii    Articles of Merger and Plan of Merger of HarCor Energy, Inc. with and into Seneca Resources Corporation, filed
                          August 31, 1999.  (Exhibit (5)vii, designated as Exhibit ex99-3 for EDGAR purposes, Form U5S for fiscal year
                          ended September 30, 1999.)

                 *viii    Certificate of Ownership and Merger merging HarCor Energy, Inc. into Seneca Resources Corporation filed August 31,
                          1999.  (Exhibit (5)viii, designated as Exhibit ex99-4 for EDGAR purposes, Form U5S for fiscal year ended
                          September 30, 1999.)

                    ix    Amended and Restated Articles of Incorporation of Seneca Resources Corporation, as filed September 15,
                          2003.  Designated as ex99-49 for EDGAR purposes.

*  Incorporated herein by reference as indicated.


EXHIBITS (Continued)

         (6)      Empire Exploration Company


                    *i    Certificate of Limited Partnership, dated November 28, 1983.  (Designated as Exhibit ex99-1 for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 2001).

                   *ii    Limited Partnership Agreement, dated November 28, 1983, between Empire  Exploration, Inc. (now Seneca
                          Resources Corporation) as general partner and Herman P. Loonsk as limited partner (Exhibit (8), Form U5S for
                          fiscal year ended September 30, 1984).

         (7)      Empire 1983 Drilling Program

                    *i    Certificate of Limited Partnership, dated November 28, 1983.  (Designated as Exhibit ex99-2 for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 2001).

                   *ii    Amendment of Certificate of Limited Partnership, dated December 21, 1983.  (Designated as Exhibit ex99-3 for
                          EDGAR purposes, Form U5S for fiscal year ended September 30, 2001).

                  *iii    Limited Partnership Agreement, dated November 28, 1983, among Empire Exploration, Inc. (now Seneca Resources
                          Corporation) as general partner and those parties collectively called limited partners (Exhibit (9), Form
                          U5S for fiscal year ended September 30, 1984).

         (8)      Empire 1983 Joint Venture

                    *i    Business Certificate for Partners, dated December 6, 1983.  (Designated as Exhibit ex99-4 for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 2001).

                   *ii    Joint Venture Agreement, dated December 6, 1983, between Empire Exploration, Inc. (now Seneca Resources
                          Corporation) and Empire 1983 Drilling Program (Exhibit (10), Form U5S for fiscal year ended September 30,
                          1984).

         (9)      Highland Forest Resources, Inc. (formerly Highland Land & Minerals, Inc.)

                    *i    Certificate of Incorporation, dated August 19, 1982 (Exhibit (11)i, Form U5S for fiscal year ended September
                          30, 1985).

                   *ii    By-Laws (Exhibit (11) ii, Form U5S for fiscal year ended September 30, 1987).

                  *iii    Articles of Merger and Plan of Merger of Utility Constructors, Inc. into Highland Land & Minerals, Inc. filed
                          October 1, 1999.  (Exhibit (9)iii, designated as Exhibit ex99-5 for EDGAR purposes, Form U5S for fiscal year
                          ended September 30, 1999.)



*  Incorporated herein by reference as indicated.


EXHIBITS (Continued)

                   *iv    Articles of Amendment of the Articles of the Corporation, dated June 8, 2000.  (Exhibit (9)iv, designated as Exhibit
                          ex99-2 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2000.)

                     v    Certificate of Incorporation of Highland Pipeline & Resources Corp., dated January 20, 2003, designated as
                          Exhibit ex99-4 for EDGAR purposes.

                    vi    Certificate of Merger of Highland Forest Resources, Inc. with and into Highland Pipeline & Resources Corp.
                          dated February 3, 2003, designated as Exhibit ex99-5 for EDGAR purposes.

                   vii    By-Laws of Highland Forest Resources, Inc. (f/k/a Highland Pipeline & Resources Corp.) designated as Exhibit
                          ex99-6 for EDGAR purposes.

         (10)     Data-Track Account Services, Inc.

                    *i    Restated Articles of Incorporation, dated March 2, 1984 (Exhibit A-1, File No. 70-7512).

                   *ii    By-Laws (Exhibit A-2, File No. 70-7512).

                   iii    By-Laws as amended March 28, 2003.  Designated as Exhibit ex99-7 for EDGAR purposes.

      (11)        National Fuel Resources, Inc.

                    *i    Articles of Incorporation, dated January 9, 1991 (Exhibit (14)i, designated as Exhibit EX-3(a) for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 1992).

                   *ii    By-Laws (Exhibit (14)ii, designated as Exhibit EX-3(b) for EDGAR purposes, Form U5S for fiscal year ended
                          September 30, 1992).

                   iii    By-Laws as amended March 28, 2003.  Designated as Exhibit ex99-8 for EDGAR purposes.

      (12)        Horizon Power, Inc. (formerly NFR Power, Inc.)

                    *i    Certificate of Incorporation, dated December 13, 1995.  (Exhibit (13)i, designated as Exhibit EX-3-1 for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 1999.)

                   *ii    By-Laws.  (Exhibit (13)ii, designated as Exhibit EX-3-2 for EDGAR purposes, Form U5S for fiscal year ended September
                          30, 1999.)

                  *iii    Certificate of Amendment of the Certificate of Incorporation of NFR Power, Inc., dated June 20, 2001.
                          (Designated as Exhibit ex99-5 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2001).


*  Incorporated herein by reference as indicated.


EXHIBITS (Continued)


                    iv    By-Laws as amended March 28, 2003.  Designated as Exhibit ex99-9 for EDGAR purposes.

      (13)        Seneca Energy II, LLC

                    *i    Articles of Organization, dated February 23, 2000.  (Designated as Exhibit ex99-6 for EDGAR purposes, Form U5S for
                          fiscal year ended September 30, 2001).

                   *ii    Amended and Restated Operating Agreement, dated March 1, 2000 (Confidential Treatment Requested)

      (14)        Model City Energy, LLC

                    *i    Articles of Organization, dated February 11, 2000.  (Designated as Exhibit ex99-7 for EDGAR purposes, Form
                          U5S for fiscal year ended September 30, 2001).

                   *ii    Operating Agreement, dated March 1, 2000 (Confidential Treatment Requested)

      (15)        Energy Systems North East, LLC

                    *i    Certificate of Formation, dated September 26, 2000.  (Designated as Exhibit ex99-8 for EDGAR purposes, Form U5S for
                          fiscal year ended September 30, 2001).

                   *ii    Limited Liability Company Agreement, dated September 26, 2000 (Confidential Treatment Requested).

        (16)      Horizon Energy Development, Inc.

                    *i    Certificate of Incorporation (Exhibit (13)i, designated as Exhibit EX-3(a) for EDGAR purposes, Form U5S for
                          fiscal year ended September 30, 1995).

                   *ii    By-Laws (Exhibit (13)ii, designated as Exhibit EX-3(b) for EDGAR purposes, Form U5S for fiscal year ended
                          September 30, 1995).

        (17)      Horizon Energy Holdings, Inc.

                    *i    Certificate of Incorporation, dated April 1, 1998.  (Exhibit (14)i designated as Exhibit EX99-1 for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 1998).

                   *ii    By-Laws.  (Exhibit (14)ii, designated as Exhibit EX99-2 for EDGAR purposes, Form U5S for fiscal year ended
                          September 30, 1998).

         (18)     Horizon Energy Development B.V. (formerly Beheeren-Beleggingmaatschappij Bruwabel B.V.)

                    *i    Articles of Incorporation (Exhibit (14), designated as Exhibit ex99-2 for EDGAR purposes, Form U5S for
                          fiscal year ended September 30, 1996).

*  Incorporated herein by reference as indicated.

EXHIBITS (Continued)

                   *ii    Notarial Record, dated December 4, 2001 (Exhibit (18)ii,   designated as Exhibit ex99-9 for EDGAR purposes,
                          Form U5S for fiscal year ended September 30, 2001).

         (19)     Horizon Energy Development, s.r.o. (formerly Power International, s.r.o.)

                    *i    Founding Notarial Deed, dated May 8, 1991 (Exhibit (15)i, designated as Exhibit ex99-9 for EDGAR purposes,
                          Form U5S/A for fiscal year ended September 30, 1996).

                   *ii    Notarial Deed, dated December 2, 1993 (Exhibit (15)ii, designated as Exhibit ex99-10 for EDGAR purposes,
                          Form U5S/A for fiscal year ended September 30, 1996).

                  *iii    Notarial Deed, dated June 28, 1996 (Exhibit (15)iii, designated as Exhibit ex99-11 for EDGAR purposes, Form
                          U5S/A for fiscal year ended September 30, 1996).

                   *iv    Notarial Deed, dated November 27, 1996 (Exhibit (15)iv, designated as Exhibit ex99-12 for EDGAR purposes, Form U5S/A
                          for fiscal year ended September 30, 1996).

                    *v    Notarial Deed, dated April 24, 2002 that adopted new Founder's Deed, dated April 24, 2002. (Exhibit 19 (v)
                          designated as Exhibit ex99-2 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

         (20)     Teplarna Liberec, a.s.

                    *i    Founding Contract, dated November 11, 1994 (Exhibit (21)i, designated as Exhibit ex99-12 for EDGAR purposes,
                          Form U5S/A for fiscal year ended September 30, 1997).

                   *ii    Notarial Record, dated November 11, 1994 (Exhibit (21)ii, designated as Exhibit ex99-13 for EDGAR purposes,
                          Form U5S/A for fiscal year ended September 30, 1997).

                  *iii    Articles of Association, dated June 21, 2001 (Exhibit (22)iii, designated as Exhibit ex99-11 for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 2001).

         (21)     Teplo Branany, s.r.o.

                    *i    Partnership Agreement, dated November 18, 1997.  (Exhibit (28)i, designated as Exhibit 99-4 for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 1998).

         (22)     Lounske tepelne hospodarstvi, s.r.o.

                    *i    Notarial Records, dated November 12, 1998, January 6, 1999 and December 2, 1999.  Designated as Exhibit
                          ex99-6 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1999.



*  Incorporated herein by reference as indicated.

EXHIBITS (Continued)


                   *ii    Founders Deed, dated November 15, 1994, as amended on December 13, 2001. (Exhibit 22 (ii), designated as Exhibit
                          ex99-3 for EDGAR purposes, Form U5S for the fiscal year ended September 30, 2002).

         (23)     ENOP, s.r.o.

                    *i    Founders Deed, dated December 19, 1995, as amended on December 13, 2001. (Exhibit 23 (i), designated as
                          Exhibit ex99-4 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

         (24)     United Energy, a.s.

                    *i    Notarial Record from Prvni severozapadni teplarenska, a.s., dated September 28, 1998.  (Exhibit (28) i,
                          designated as Exhibit ex99-3 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2000.)

                   *ii    Notarial Record from Severoceske Teplarny, a.s. dated September 28, 1998.  (Exhibit (28) ii, designated as
                          Exhibit ex99-4 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2000.)

                  *iii    Court Resolution, dated December 9, 1999.  (Exhibit (28) iii, designated as Exhibit ex99-5 for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 2000.)

                   *iv    Court Resolution, dated July 13, 2000.  (Exhibit (28) iv, designated as Exhibit ex99-6 for EDGAR purposes,
                          Form U5S for fiscal year ended September 30, 2000.)

                    *v    Articles of Association, dated April 28, 1992, as amended on June 28, 2001 as amended on June 27, 2002.
                          (Exhibit 24 (v), designated as Exhibit ex99-5 for EDGAR purposes, Form U5S for fiscal year ended September
                          30, 2002).

         (25)     Upstate Energy Inc. (formerly Niagara Energy Trading Inc.)

                    *i    Restated Certificate of Incorporation of Niagara Energy Trading Inc., dated May 19, 1998.  (Exhibit (32)i,
                          designated as Exhibit ex99-9 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998).

                   *ii    By-Laws as amended August 24, 1999.  (Exhibit (32)ii, designated as Exhibit ex99-7 for EDGAR purposes, Form
                          U5S for fiscal year ended September 30, 1999.)

                   iii    By-Laws as amended March 28, 2003.  Designated as Exhibit ex99-10 for EDGAR purposes.






         * Incorporated herein by reference as indicated.

EXHIBITS (Continued)


         (26)     Roystone Gas Processing Plant Partnership

                    *i    Facility Construction, Ownership and Operating Agreement, dated November 1, 1994.  (Exhibit (33)i, designated as
                          Exhibit ex99-8 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1999.)

                   *ii    Ratification and Joinder Agreement, dated September 1, 2002, (Exhibit 26 (ii), designated as Exhibit ex99-6
                          for EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

         (27)     Niagara Independence Marketing Company

                    *i    Certificate of Incorporation, dated September 17, 1997 (Exhibit (27)i, designated as Exhibit ex99-3 for EDGAR
                          purposes, Form U5S for fiscal year ended September 30, 1997).

                   *ii    By-Laws as amended January 2, 2002. (Exhibit 27 (ii), designated as Exhibit ex99-7 for EDGAR purposes, Form
                          U5S for fiscal year ended September 30, 2002).

                  *iii    Marketing Partnership Agreement among Coastal Gas Marketing DirectLink Corp., MGS Marketing Corp., Niagara
                          Independence Marketing Company and Williams Independence Marketing Company  (Exhibit (27)iii, designated as
                          Exhibit ex99-5 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1997).

         (28)     Seneca Independence Pipeline Company

                    *i    Certificate of Incorporation of Empire Oklahoma, Inc., dated April 16, 1996  (Exhibit (28)i, designated as
                          Exhibit ex99-6 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1997).

                   *ii    Certificate of Amendment of Certificate of Incorporation of Empire Oklahoma, Inc., dated July 24, 1997
                          (Exhibit (28)ii, designated as Exhibit ex99-7 for EDGAR purposes, Form U5S for fiscal year ended September
                          30, 1997).

                  *iii    By-Laws amended September 20, 1999.  (Exhibit (35)iii, designated as Exhibit ex99-10 for EDGAR purposes,
                          Form U5S for fiscal year ended September 30, 1999.)

         (29)     Seneca Energy Canada Inc.

                     i    Certificate of Amendment and Articles of Amendment changing name of corporation from Player Resources LTD to
                          Seneca Energy Canada Inc., dated September 1, 2002.  Designated as Exhibit ex99-11 for EDGAR purposes.

                   *ii    Certificate of Amendment and Registration of Restated Articles dated 8/2/02. (Exhibit 30 (i), designated as
                          Exhibit ex99-14 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).


*  Incorporated herein by reference as indicated.

EXHIBITS (Continued)

                  *iii    Articles of Amendment dated 8/2/02. (Exhibit 30 (ii), designated as Exhibit ex99-15 for EDGAR purposes, Form
                          U5S for fiscal year ended September 30, 2002).

                   *iv    Certificate of Amendment and Registration of Restated Articles dated 7/29/02. (Exhibit 30 (iii), designated
                          as Exhibit ex99-16 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

                    *v    Articles of Amendment dated 7/29/02. (Exhibit 30 (iv),   designated as Exhibit ex99-17 for EDGAR purposes,
                          Form U5S for fiscal year ended September 30, 2002.

                   *vi    Certificate of Amalgamation and Articles of Amalgamation, dated September 28, 2001 (Exhibit 33(i),
                          designated as Exhibit ex99-13 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2001).

                  *vii    By-Laws No. 1, dated January 28, 1998 (Exhibit 33 (ii), designated as Exhibit ex99-14 for EDGAR purposes,
                          Form U5S for fiscal year ended September 30, 2001).

         (30)     Seneca Player Corp.

                    *i    Certificate of Incorporation of JN Acquisition Corp. dated October 26, 1999. (Exhibit 31 (i), designated as
                          Exhibit ex99-18 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

                   *ii    Certificate of Amendment of Certificate of Incorporation of Seneca Player Corp. dated December 19, 2001.
                          (Exhibit 31 (ii), designated as Exhibit ex99-19 for EDGAR purposes, Form U5S for fiscal year ended September
                          30, 2002).

         (31)     3062782 Nova Scotia Company

                    *i    Certificate of Incorporation dated December 27, 2001. (Exhibit 32 (i), designated as Exhibit ex99-20 for
                          EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

                   *ii    Memorandum and Articles of Association of 306782 Nova Scotia Company dated December 27, 2001. (Exhibit 32
                          (ii) designated as Exhibit ex99-21 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

         (32)     3062783 Nova Scotia Company

                    *i    Certificate of Incorporation dated December 27, 2001. (Exhibit 33 (i), designated as Exhibit ex99-22 for
                          EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

                   *ii    Memorandum and Articles of Association of 3062783 Nova Scotia Company dated December 27, 2001. (Exhibit 33
                          (ii), designated as Exhibit ex99-23 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

*  Incorporated herein by reference as indicated.

EXHIBITS (Continued)

         (33)     Horizon Energy Bulgaria Ltd.

                    *i    Articles of Association of One-Man Limited Liability Company dated August 25, 2001. (Exhibit 35 (i),
                          designated as Exhibit ex99-26 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2002).

         (34)     Sofia Energy EAD

                     i    Articles of Association of Sofia Energy EAD, Joint-Stock Company dated July 7, 2003.  Designated as Exhibit
                          ex99-12 for EDGAR purposes.

         (35)     Montenero Energia S.r.l.

                     i    Incorporation of a Limited Liability Company dated November 6, 2002.  Designated as Exhibit ex99-13 for EDGAR
                          purposes.


         (36)     Kane Gas Processing Plant

                     i    Facility Construction, Ownership and Operating Agreement between Elkhorn Field Services Company and Five
                          Oaks, Inc. and East Resources, Inc. and Seneca Resources Corporation.  This document is subject to a request
                          for confidential treatment under Rule 104 (b).

         (37)     Toro Partner LLC

                     i    Certificate of Formation of Toro Partner LLC dated April 30, 2003.  Designated as Exhibit ex99-14 for EDGAR
                          purposes.

                    ii    Limited Liability Company Agreement of Toro Partner LLC dated May 27, 2003.  Designated as Exhibit ex99-15 for
                          EDGAR purposes.

         (38)     Toro Partners, LP

                     i    Amended and Restated Certificate of Limited Partnership of Toro Partners, LP dated June 4, 2003.  Designated
                          as Exhibit ex99-16 for EDGAR purposes.

                    ii    Amended and Restated Agreement of Limited Partnership of Toro Partners, LP (undated).  Designated as Exhibit
                          ex99-17 for EDGAR purposes.

         (39)     Toro Energy of Michigan, LLC

                     i    Certificate of Formation of Toro Energy of Michigan, LLC dated September 7, 1999.  Designated as Exhibit
                          ex99-18 for EDGAR purposes.

                    ii    Certificate of Amendment of Toro Energy of Michigan, LLC dated July 24, 2003.  Designated as Exhibit ex99-19 for
                          EDGAR purposes.

                   iii    Amended and Restated Limited Liability Company Agreement of Toro Energy of Michigan, LLC dated June 3,
                          2003.  Designated as Exhibit ex99-20 for EDGAR purposes.

         (40)     Toro Energy of Ohio-Statewide, LLC

                     i    Certificate of Formation of Toro Energy of Ohio-Statewide, LLC dated September 9, 1999.  Designated as Exhibit
                          ex99-21 for EDGAR purposes.

                    ii    Certificate of Amendment of Toro Energy of Ohio-Statewide, LLC dated July 24, 2003.  Designated as Exhibit ex99-22 for
                          EDGAR purposes.

                   iii    Amended and Restated Limited Liability Company Agreement of Toro Energy of Ohio-Statewide, LLC dated June 3,
                          2003.  Designated as Exhibit ex99-23 for EDGAR purposes.

*  Incorporated herein by reference as indicated.

EXHIBITS (Continued)

         (41)     Toro Energy of Ohio, LLC

                     i    Certificate of Formation of Toro Energy of Ohio, LLC dated September 1, 1999.  Designated as Exhibit
                          ex99-24 for EDGAR purposes.

                    ii    Certificate of Amendment of Toro Energy of Ohio, LLC dated July 24, 2003.  Designated as Exhibit ex99-25 for
                          EDGAR purposes.

                   iii    Amended and Restated Limited Liability Company Agreement of Toro Energy of Ohio, LLC dated June 3, 2003.
                          Designated as Exhibit ex99-26 for EDGAR purposes.

         (42)     Toro Energy of Kentucky, LLC

                     i    Certificate of Formation of Toro Energy of Kentucky, LLC dated September 1, 1999.  Designated as Exhibit
                          ex99-99-27 for EDGAR purposes.

                    ii    Certificate of Amendment of Toro Energy of Kentucky, LLC dated July 24, 2003.  Designated as Exhibit ex99-28 for
                          EDGAR purposes.

                   iii    Amended and Restated Limited Liability Company Agreement of Toro Energy of Kentucky, LLC dated June 3,
                          2003.  Designated as Exhibit ex99-29 for EDGAR purposes.

         (43)     Toro Energy of Missouri, LLC

                     i    Articles of Organization of Toro Energy of Missouri, LLC dated July 21, 1999.  Designated as Exhibit
                          ex99-30 for EDGAR purposes.

                    ii    Change of Registered Agent/Registered Office, filed July 30, 2003.  Designated as Exhibit ex99-31 for
                          EDGAR purposes.

                   iii    Amended and Restated Regulations of Toro Energy of Missouri, LLC dated June 23, 2003.  Designated as Exhibit
                          ex99-32 for EDGAR purposes.

         (44)     Toro Energy of Maryland, LLC

                     i    Articles of Organization of Toro Energy of Maryland, LLC dated August 3, 1999.  Designated as Exhibit
                          ex99-33 for EDGAR purposes.

                    ii    Change of Registered Agent/Registered Office, filed July 30, 2003.  Designated as Exhibit ex99-34 for
                          EDGAR purposes.

                   iii    Amended and Restated Regulations of Toro Energy of Maryland, LLC dated June 23, 2003.  Designated as Exhibit
                          ex99-35 for EDGAR purposes.

         (45)     Toro Energy of Indiana, LLC

                     i    Articles of Organization of Toro Energy of Indiana, LLC dated November 14, 2000.  Designated as Exhibit
                          ex99-36 for EDGAR purposes.

                    ii    Articles of Amendment to the Articles of Organization of Toro Energy of Indiana, LLC dated August 14, 2001.
                          Designated as Exhibit ex99-37 for EDGAR purposes.

                   iii    Change of Registered Agent/Registered Office, filed July 30, 2003.  Designated as Exhibit ex99-38 for EDGAR
                          purposes.

                    iv    Amended and Restated Regulations of Toro Energy of Indiana,  LLC dated June 23, 2003.  Designated as Exhibit
                          ex99-39 for EDGAR purposes.

         (46)     Toro Energy of Ohio-American, LLC

                     i    Articles of Organization of Toro Energy of Ohio-American, LLC dated February 16, 2003.  Designated as Exhibit
                          ex99-40 for EDGAR purposes.

                    ii    Change of Registered Agent/Registered Office, filed July 30, 2003.  Designated as Exhibit ex99-41 for EDGAR
                          purposes.

                   iii    Amended and Restated Regulations of Toro Energy of Ohio-American,  LLC dated June 23, 2003.  Designated as
                          Exhibit ex99-42 for EDGAR purposes.

         (47)     ESPC, LLC

                     i    Articles of Organization of ESPC, LLC dated January 22, 2003.  Designated as Exhibit ex99-43 for EDGAR purposes.

                    ii    Certificate of Amendment of the Articles of Organization of ESPC, LLC dated February 3, 2003.  Designated as
                          Exhibit ex99-44 for EDGAR purposes.

                   iii    Operating Agreement of ESPC, LLC dated February 6, 2003.  Designated as Exhibit ex99-45 for EDGAR purposes.

         (48)     SCPC, LLC

                     i    Articles of Organization of SCPC, LLC dated February 3, 2003.  Designated as Exhibit ex99-46 for EDGAR purposes.

                    ii    Operating Agreement of SCPC, LLC dated February 6, 2003.  Designated as Exhibit ex99-47 for EDGAR purposes.


EXHIBITS (Continued)

         (49)     Empire State Pipeline

                     i    Second Amended and Restated Operating Agreement between St. Clair Pipeline Company Inc. and Empire State
                          Pipeline Company, Inc. dated September 27, 1996.  Designated as Exhibit ex99-48 for EDGAR purposes.

C. Indentures

         *   Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company)
             (Exhibit 2(b) in File No. 2-51796).

         *   Third Supplemental Indenture dated as of December 1, 1982, to Indenture dated as of October 15, 1974, between the Company
             and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(4) in File No. 33-49401).

         *   Tenth Supplemental Indenture dated as of February 1, 1992, to Indenture dated as of October 15, 1974, between the Company
             and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a), Form 8-K dated February 14, 1992 in File No.
             1-3880).

         *   Eleventh Supplemental Indenture dated as of May 1, 1992, to Indenture dated as of October 15, 1974, between the Company
             and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(b), Form 8-K dated February 14, 1992 in File No.
             1-3880).

         *   Twelfth Supplemental Indenture dated as of June 1, 1992, to Indenture dated as of October 15, 1974, between the Company
             and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(c), Form 8-K dated June 18, 1992 in File No. 1-3880).

         *   Thirteenth Supplemental Indenture dated as of March 1, 1993, to Indenture dated as of October 15, 1974, between the
             Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(14) in File No. 33-49401).

         *   Fourteenth Supplemental Indenture dated as of July 1, 1993, to Indenture dated as of October 15, 1974, between the
             Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4.1, Form 10-K for fiscal year ended September
             30, 1993 in File No. 1-3880).

         *   Fifteenth Supplemental Indenture dated as of September 1, 1996 to Indenture dated as of October 15, 1974, between the
             Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4.1, Form 10-K for fiscal year ended September
             30, 1996 in File No. 1-3880).

         *   Indenture dated as of October 1, 1999 between the Company and the Bank of New York (Exhibit 4.1, Form 10-K for the fiscal
             year ended September 30, 1999 in File No. 1-3880).

         *   Officers Certificate Establishing Medium-Term Notes dated October 14, 1999 (Exhibit 4.2, Form 10-K for the fiscal year
             ended September 30, 1999 in File No. 1-3880).


*  Incorporated herein by reference as indicated.


EXHIBITS (Continued)

         *   Amended and Restated Rights Agreement dated as of April 30, 1999 between National Fuel Gas Company and HSBC Bank USA
             (Exhibit 10.2, Form 10-Q for the quarterly period ended March 31, 1999 in File No. 1-3880).

         *   Cerificate of Adjustment, dated September 7, 2001, to the Amended and Restated Rights Agreement dated as of April 30,
             1999, between the Company and HSBC Bank USA (Exhibit 4, Form 8-K dated September 7, 2001 in File No 1-3880).

         *   Officers Certificate establishing 6.50% notes due 2022, dated September 18, 2002 (Exhibit 4, Form 8-K dated October 3,
             2002 in File No. 1-3880).

         *   Officers Certificate establishing 5.25% notes due 2013, dated February 18, 2003 (Exhibit 4, Form 10-Q for the quarterly
             period ended March 31, 2003 in File No. 1-3880).

   D.    *   Tax Allocation Agreement pursuant to Rule 45(c) (Exhibit D, designated as Exhibit ex99-27 for EDGAR purposes, Form U5S
             for fiscal year ended September 30, 2002.

   E.      *(1)   Employee Relocation Manual filed pursuant to Rule 48(b) (Exhibit E(1), designated as Exhibit ex99-9 for EDGAR purposes,
                  Form U5S for fiscal year ended September 30, 1997).

           *(2)   National Fuel Employee Computer Purchase Program filed pursuant to Rule 48(b).  (Exhibit E(2), designated as Exhibit
                  ex99-15 for EDGAR purposes, Form U5S for fiscal year ended  September 30, 1998).

            (3)   Independence Pipeline Company Unaudited Financial Statements for the quarter and year-to-date period ended December 31,
                  2002 and for the quarter and year-to-date period ended September 30, 2003 filed pursuant to Rule 16.  These
                  documents are subject to a request for confidential treatment under Rule 104(b).

   F.       (1)   Seneca Resources Corporation - Canadian Operations consolidating Balance Sheet and Income Statement for the period ended
                  September 30, 2003.  Designated as Exhibit ex99-3 for EDGAR purposes.

   G.      *(1)  Organization chart showing relationship to United Energy, a.s., a foreign utility company.  (Exhibit G (1),
                 designated as Exhibit ex99-17 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2001.)

           *(2)  Organization chart showing relationship to Horizon Power, Inc., an exempt wholesale generator.  (Exhibit G (2),
                 designated as Exhibit ex99-18 for EDGAR purposes, Form U5S for fiscal year ended September 30, 2001.)

   H.       (1)  United Energy, a.s. Audited Financial Statements for the Calendar Year Ended December 31, 2002.  Designated as Exhibit ex99-1 for EDGAR purposes.


         * Incorporated herein by reference as indicated.

EXHIBITS (Concluded)

            (2)  Teplarna Liberec, a.s. Audited Financial Statements for the Calendar Year Ended December 31, 2002. Designated as
                 Exhibit ex99-2 for EDGAR purposes.

            (3)  Horizon Power, Inc. Audited Financial Statements for the Fiscal Year Ended September 30, 2003.  These financial statements
                 will be filed by amendment when available.

            (4)  Energy Systems North East, LLC Unaudited Financial Statements for the Fiscal Year Ended September 30, 2003.
                 These financial statements will be filed by amendment when available.

S I G N A T U R E

     The undersigned System company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.

 

NATIONAL FUEL GAS COMPANY




By: /s/Joseph P. Pawlowski
Joseph P. Pawlowski, Treasurer
and Principal Accounting Officer

Date: January 28, 2004

EXHIBIT INDEX


 ex99-1          United Energy, a.s. Audited Financial Statements for the Calendar Year Ended December 31, 2002.

 ex99-2          Teplarna Liberec, a.s. Audited Financial Statements for the Calendar Year Ended December 31, 2002.

 ex99-3          Seneca Resources Corporation - Canadian Operations consolidating Balance Sheet and Income Statement for the period
                 ended September 30, 2003.

 ex99-4          Certificate of Incorporation of Highland Pipeline & Resources Corp., dated January 20, 2003.

 ex99-5          Certificate of Merger of Highland Forest Resources, Inc. with and into Highland Pipeline & Resources Corp. dated
               February 3, 2003.

 ex99-6          By-Laws of Highland Forest Resources, Inc. (f/k/a/ Highland Pipeline & Resources Corp.).

 ex99-7          By-Laws of Data-Track Account Services, Inc., as amended March 28, 2003.

 ex99-8          By-Laws of National Fuel Resources, Inc. as amended March 28, 2003.

ex99-9          By-Laws of Horizon Power, Inc. as amended March 28, 2003.

ex99-10         By-Laws of Upstate Energy Inc. as amended March 28, 2003.

ex99-11         Certificate of Amendment and Articles of Amendment changing name of corporation from Player Resources LTD to Seneca
                 Energy Canada Inc., dated September 1, 2002.

ex99-12         Articles of Association of Sofia Energy EAD, Joint-Stock Company dated July 7, 2003.

ex99-13         Incorporation of Montenero Energia, S.r.l., a Limited Liability Company dated November 6, 2002.

ex99-14         Certificate of Formation of Toro Partner LLC dated April 30, 2003.

ex99-15         Limited Liability Company Agreement of Toro Partner LLC dated May 27, 2003.

ex99-16         Amended and Restated Certificate of Limited Partnership of Toro Partners, LP dated June 4, 2003.

ex99-17         Amended and Restated Agreement of Limited Partnership of Toro Partners, LP (undated).

 ex99-18         Certificate of Formation of Toro Energy of Michigan, LLC, dated September 7, 1999.

 ex99-19         Certificate of Amendment of Toro Energy of Michigan, LLC, dated July 24, 2003.

 ex99-20         Amended and Restated Limited Liability Company Agreement of Toro Energy of Michigan, LLC dated June 3, 2003.

 ex99-21         Certificate of Formation of Toro Energy of Ohio-Statewide, LLC dated September 9, 1999.

 ex99-22         Certificate of Amendment of Toro Energy of Ohio-Statewide, LLC dated July 24, 2003.

 ex99-23         Amended and Restated Limited Liability Company Agreement of Toro Energy of Ohio-Statewide, LLC dated June 3,
                 2003.

ex99-24         Certificate of Formation of Toro Energy of Ohio, LLC, dated September 1, 1999.

 ex99-25         Certificate of Amendment of Toro Energy of Ohio, LLC, dated July 24, 2003.

 ex99-26         Amended and Restated Limited Liability Company Agreement of Toro Energy of Ohio, LLC dated June 3, 2003.

 ex99-27         Certificate of Formation of Toro Energy of Kentucky, LLC dated September 1, 1999.

 ex99-28         Certificate of Amendment of Toro Energy of Kentucky, LLC dated July 24, 2003.

 ex99-29         Amended and Restated Limited Liability Company Agreement of Toro Energy of Kentucky, LLC dated June 3, 2003.

 ex99-30         Articles of Organization of Toro Energy of Missouri, LLC. dated July 21, 1999.

 ex99-31         Change of Registered Agent/Registered Office, filed July 30, 2003.

 ex99-32         Amended and Restated Regulations of Toro Energy of Missouri, LLC dated June 23, 2003.

 ex99-33         Articles of Organization of Toro Energy of Maryland, LLC dated August 3, 1999.

 ex99-34         Change of Registered Agent/Registered Office, filed July 30, 2003.

 ex99-35         Amended and Restated Regulations of Toro Energy of Maryland, LLC dated June 23, 2003.

 ex99-36         Articles of Organization of Toro Energy of Indiana, LLC, dated November 14, 2000.

 ex99-37         Articles of Amendment to the Articles of Organization of Toro Energy of Indiana, LLC dated August 14, 2003.

 ex99-38         Change of Registered Agent/Registered Office, filed July 30, 2003.

 ex99-39         Amended and Restated Regulations of Toro Energy of Indiana, LLC dated June 23, 2003.

ex99-40         Articles of Organization of Toro Energy of Ohio-American, LLC, dated February 16, 2003.

 ex99-41         Change of Registered Agent/Registered Office, filed July 30, 2001.

 ex99-42         Amended and Restated Regulations of Toro Energy of Ohio-American, LLC dated June 23, 2003.

ex99-43         Articles of Organization of ESPC, LLC dated January 22,2003.

ex99-44         Certificate of Amendment of the Articles of Organization of ESPC, LLC dated February 3, 2003.

ex99-45         Operating Agreement of ESPC, LLC dated February 6, 2003.

ex99-46         Articles of Organization of SCPC, LLC dated February 3, 2003.

ex99-47         Operating Agreement of SCPC, LLC dated February 6, 2003.

ex99-48         Second Amended and Restated Operating Agreement between St. Clair Pipeline Company, Inc. and Empire
                 State Pipeline Company, Inc. dated September 27, 1996.

 ex99-49         Amended and Restated Articles of Incorporation of Seneca Resources Corporation as filed September 15, 2003.
EX-99 3 ex99-1.htm 99-1 Exhibit H-1

Exhibit H-1



PRICEWATERHOUSECOOPERS LLC

PricewaterhouseCoopers Audit, s.r.o.
Katerinska 40/466
120 00 Prague 2
Czech Republic
Telephone +420 251 151 111
Facsimile +420 251 156 111
ID No. 40765521

REPORT OF INDEPENDENT AUDITORS

TO THE SHAREHOLDERS OF UNITED ENERGY, A.S.

We have audited the accompanying balance sheet of United Energy, a.s, as at 31 December 2002, the related income statement and notes, including the statement of cash flows, for the year then ended (“the financial statements”). The financial statements and underlying accounting records are the responsibility of the Company’s Board of Directors. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Act on Auditors and Auditing Standards of the Chamber of Auditors of the Czech Republic. Those auditing standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the assets, liabilities and equity of United Energy, a.s. as at 31 December 2002, and the results of its operations and its cash flows for the year then ended in accordance with the Act on Accounting and other relevant legislation of the Czech Republic.

21 February 2003

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers Audit, s.r.o.
Represented by

/s/ Thomas Linder                          /s/ Ivana Kunova

Thomas Linder                              Ivana Kunova
Partner                                          Auditor, Licence No. 1784

UNITED ENERGY, a.s.
FINANCIAL STATEMENTS - BALANCE SHEET
ASSETS

                                                             12/31/2002            12/31/2001
                                                          ------------------   --------------------

                                                                        (CZK 000's)

Total Assets                                                      6,668,201              6,939,456
                                                          ==================   ====================

Fixed Assets                                                      6,093,037              6,455,769
                                                          ------------------   --------------------

    Intangible Fixed Assets                                           3,558                  3,910
                                                          ------------------   --------------------

        Software                                                      1,581                  2,570
        Intangible Assets in the Course of Construction               1,977                  1,340
                                                          ------------------   --------------------

    Tangible Fixed Assets                                         5,877,781              6,242,133
                                                          ------------------   --------------------

        Land                                                         43,794                 44,932
        Constructions                                             1,477,577              1,558,204
        Equipment                                                 3,848,457              4,113,449
        Other Tangible Fixed Assets                                      18                    277
        Tangible Assets in the Course of Construction               473,675                479,947
        Advances Paid for Tangible Fixed Assets                      34,260                 45,324
                                                          ------------------   --------------------

    Long-Term Investments                                           211,698                209,726
                                                          ------------------   --------------------

        Investments in Subsidiaries                                 211,643                209,671
        Investments in Associates                                        49                     49
        Other Financial Investments                                       6                      6
                                                          ------------------   --------------------

Current Assets                                                      572,490                478,255
                                                          ------------------   --------------------

    Inventories                                                      93,981                104,239
                                                          ------------------   --------------------

        Raw Materials                                                93,981                104,239
                                                          ------------------   --------------------

    Long-Term Receivables                                             6,432                  5,698
                                                          ------------------   --------------------

        Long-Term Trade Receivables                                   6,432                  5,698
                                                          ------------------   --------------------

    Short-Term Receivables                                          164,700                218,113
                                                          ------------------   --------------------

        Trade Receivables                                           163,520                217,060
        Taxes Receivables and State Subsidies Receivable                533                    564
        Other Receivables from Group Undertakings                         -                      -
        Other Receivables                                               647                    489
                                                          ------------------   --------------------

    Financial Assets                                                307,377                150,205
                                                          ------------------   --------------------

        Cash in Hand                                                  2,434                 15,127
        Cash at Bank                                                 38,844                 37,897
        Short-Term Investments                                      266,099                 97,181
                                                          ------------------   --------------------

Other Assets                                                          2,674                  5,432
                                                          ------------------   --------------------

    Accruals and Deferrals                                            1,068                  5,398
                                                          ------------------   --------------------

        Prepaid Expenses                                              1,059                  5,366
        Accrued Revenue                                                   9                     32
                                                          ------------------   --------------------

    Anticipated Assets                                                1,606                     34
                                                          ------------------   --------------------



UNITED ENERGY, a.s.
FINANCIAL STATEMENTS - BALANCE SHEET
LIABILITIES AND OWNER'S EQUITY

                                                             12/31/2002           12/31/2001
                                                          -----------------   -------------------

                                                                       (CZK 000's)

Total Liabilities and Equity                                     6,668,201             6,939,456
                                                          =================   ===================

Equity                                                           4,858,220             4,584,095
                                                          -----------------   -------------------

    Registered Capital                                           1,912,932             1,912,932
                                                          -----------------   -------------------

       Registered Capital                                        1,912,932             1,912,932
                                                          -----------------   -------------------

    Capital Contributions                                          252,586               252,586
                                                          -----------------   -------------------

       Share Premium                                               226,656               226,656
       Other Capital Contributions                                  25,930                25,930
                                                          -----------------   -------------------

    Reserve Funds                                                  324,864               309,648
                                                          -----------------   -------------------

       Statutory Reserve Fund                                      321,829               306,735
       Statutory and Other Reserves                                  3,035                 2,913
                                                          -----------------   -------------------

    Retained Earnings                                            2,089,445             1,807,048
                                                          -----------------   -------------------

       Retained Profits                                          2,089,445             1,807,048
                                                          -----------------   -------------------

    Profit (Loss) for the Current Period (+/-)                     278,393               301,881
                                                          -----------------   -------------------

Liabilities                                                      1,788,992             2,329,395
                                                          -----------------   -------------------

    Provisions                                                     538,267               416,167
                                                          -----------------   -------------------

       Non-Deductible Provisions                                    25,112                31,432
       Deferred Tax Liability                                      513,155               384,735
                                                          -----------------   -------------------

    Long-Term Liabilities                                            1,818                 3,315
                                                          -----------------   -------------------

       Other Long-Term Liabilities                                   1,818                 3,315
                                                          -----------------   -------------------

    Short-Term Liabilities                                         353,931               339,774
                                                          -----------------   -------------------

       Trade Payables                                              329,432               319,840
       Liabilities to Shareholders/Owners                              227                   338
       Payroll Payable and Other Liabilities to Employees           10,882                10,130
       Liabilities for Social Insurance                              6,176                 5,899
       Taxes and State Subsidies Payable                             7,021                 3,416
       Other Payables                                                  193                   151
                                                          -----------------   -------------------

    Bank Loans and Overdrafts                                      894,976             1,570,139
                                                          -----------------   -------------------

       Long-Term Bank Loans                                        569,363               829,977
       Short-Term Bank Loans and Overdrafts                        325,613               740,162
                                                          -----------------   -------------------

Other Liabilities                                                   20,989                25,966
                                                          -----------------   -------------------

    Accruals and Deferrals                                             379                   176
                                                          -----------------   -------------------

       Accruals                                                        379                   176
                                                          -----------------   -------------------

    Anticipated Liabilities                                         20,610                25,790
                                                          -----------------   -------------------



UNITED ENERGY, a.s.
FINANCIAL STATEMENTS - INCOME STATEMENT


                                                                 12/31/2002           12/31/2001
                                                               ----------------   -------------------

                                                                            (CZK 000's)

Sale of Production (A)                                               2,854,751             2,868,665
                                                               ----------------   -------------------

    Sales of Own Products and Services                               2,854,596             2,867,720
    Own Work Capitalized                                                   155                   945
                                                               ----------------   -------------------

Cost of Sales (B)                                                    1,707,428             1,745,699
                                                               ----------------   -------------------

    Raw Materials and Consumables                                    1,373,902             1,409,744
    Services                                                           333,526               335,955
                                                               ----------------   -------------------

Added Value (A)-(B) (+)                                              1,147,323             1,122,966
                                                               ----------------   -------------------

Staff Costs (-)                                                        239,397               247,730
                                                               ----------------   -------------------
    Wages and Salaries                                                 173,152               179,385
    Emoluments of Board Members                                            997                 1,020
    Social Security Costs                                               60,755                62,701
    Other Social Costs                                                   4,493                 4,624
                                                               ----------------   -------------------
Taxes and Charges (-)                                                    4,431                 3,280
Depreciation of Long-Term Assets (-)                                   370,486               369,429
Sale of Long-Term Assets and Raw Materials (+)                          20,981                27,112
Net Book Amount of Long-Term Assets and Raw Materials Sold (-)          12,273                13,125
Provisions Written Back to Operating Income (+)                          5,064                     -
Provisions for Operating Liabilites and Charges (-)                          -                16,626
Amounts Written Back to Operating Assets (+)                             7,755                11,670
Amounts Written Off Operating Assets (-)                                48,754                16,971
Other Operating Income (+)                                               2,129                 6,791
Other Operating Charges (-)                                             55,868                58,858
                                                               ----------------   -------------------

Operating Result (C)                                                   452,043               442,520
                                                               ----------------   -------------------

Income from Sales of Securities and Shares (+)                               -               255,000
Securities and Shares Sold (-)                                               -               200,000
Income from Long-Term Investments (+)                                        1                 8,345
    Income from Other Long-Term Investments                                  1                 8,345
                                                               ----------------   -------------------
Provisions Written Back to Financial Income (+)                              -                43,237
Provisions for Financial Liabilities and Charges (-)                     3,550                20,790
Amounts Written Back on Investments (+)                                  1,972                     -
Amounts Written Off Investments(-)                                       3,416                 1,972
Interest Income (+)                                                      3,598                 2,781
Interest Expense (-)                                                    46,173               119,736
Other Financial Income (+)                                              35,325                 3,252
Other Financial Expense (-)                                             37,060                22,579
                                                               ----------------   -------------------

Result from Financial Transactions (D)                                 (49,303)              (52,462)
                                                               ----------------   -------------------

Tax on Profit or Loss on Ordinary Activities (E)                       128,559                90,396
                                                               ----------------   -------------------
    -current                                                               139                     -
    -deferred                                                          128,420                90,396
                                                               ----------------   -------------------
Profit or Loss on Ordinary Activities
 After Taxation (C)+(D)-(E) = (F)                                      274,181               299,662
                                                               ----------------   -------------------

Extraordinary Income (+)                                                13,284                 8,255
Extraordinary Charges (-)                                                9,072                 6,036
                                                               ----------------   -------------------

Profit (Loss) on Extraordinary Items After Taxation (G)                  4,212                 2,219
                                                               ----------------   -------------------

Net Profit (Loss) for the Financial Period (F)+(G)                     278,393               301,881
                                                               ================   ===================

Profit (Loss) Before Taxation                                          406,952               392,277
                                                               ================   ===================



UNITED ENERGY, a.s.
CASH FLOW

                                                                                    12/31/2002             12/31/2001
                                                                                -------------------   ---------------------

                                                                                               (CZK 000's)

Cash and Cash Equivalents at the Beginning of the Year (P)                                 150,205                 250,405
                                                                                -------------------   ---------------------

Net Profit (Loss) on Ordinary Activities Before Tax (A)                                    402,740                 390,058
                                                                                -------------------   ---------------------

Adjustments for Non-Cash Movements (B)                                                     427,184                 456,842
                                                                                -------------------   ---------------------

     Depreciation of Fixed Assets                                                          370,486                 370,104
     Change in General Provisions, Accruals and Prepayments                                 18,507                  32,073
     (Profit)/Loss from Disposal of Fixed Assets                                            (4,384)                (62,290)
     Net Interest Expense                                                                   42,575                 116,955
                                                                                -------------------   ---------------------

Net Cash Flows from Ordinary Activities (A) + (B) = (C)                                    829,924                 846,900
                                                                                -------------------   ---------------------

Working Capital Changes: (D)                                                                83,271                  76,086
                                                                                -------------------   ---------------------

     (Increase)/Decrease in Receivables                                                     61,802                 (26,323)
     Increase/(Decrease) in Short Term Payables                                             11,211                 100,274
     (Increase)/Decrease in Inventories                                                     10,258                   2,135
                                                                                -------------------   ---------------------

Net Cash Flows from Ordinary Activities Before Tax (C) + (D) = (E)                         913,195                 922,986

Interest Paid (F)                                                                          (46,173)               (119,736)
Interest Received (G)                                                                        3,598                   2,781
Income Tax on Ordinary Activities Paid (H)                                                    (672)                   (564)
Cash Movements Relating to Extraordinary Profit/(Loss)
     Including Tax Paid on Extraordinary Income (I)                                          4,212                   2,219
                                                                                -------------------   ---------------------

Net Cash Flows from Ordinary Activities (E) + (F) + (G) + (H) + (I) = (L)                  874,160                 807,686
                                                                                -------------------   ---------------------

Acquisitions of Fixed Assets                                                               (55,581)               (367,700)
Proceeds from Sale of Fixed Assets                                                          19,632                 267,349
Loans to Related Parties                                                                         -                 (28,000)
                                                                                -------------------   ---------------------

Net Cash Flows From Investing Activities (M)                                               (35,949)               (128,351)
                                                                                -------------------   ---------------------

Change in Long Term and Short Term Liabilities (J)                                        (676,660)               (774,870)
Changes in Equity (K)                                                                       (4,379)                 (4,665)
                                                                                -------------------   ---------------------

     Direct Payments from Reserves                                                          (3,758)                 (4,153)
     Dividends Paid                                                                           (621)                   (512)
                                                                                -------------------   ---------------------

Net Cash Flows from Financing Activities (J) + (K) = (N)                                  (681,039)               (779,535)
                                                                                -------------------   ---------------------

Net Increase (Decrease) in Cash and Cash Equivalents (L) + (M) + (N) = (O)                 157,172                (100,200)
                                                                                -------------------   ---------------------

Cash and Cash Equivalents at the End of the Year (O) + (P)                                 307,377                 150,205
                                                                                ===================   =====================
EX-99 4 ex99-2.htm 99-2 Exhibit H-1

Exhibit H-2



PRICEWATERHOUSECOOPERS LLC

PricewaterhouseCoopers Audit, s.r.o.
Katerinska 40
120 00 Prague 2
Czech Republic
Telephone +420 (2) 5115 1111
Facsimile +420 (2) 5115 6111
ID No. 40765521

REPORT OF INDEPENDENT AUDITORS

TO THE SHAREHOLDERS OF TEPLARNA LIBEREC, A.S.

We have audited the accompanying balance sheet of Teplárna Liberec, a.s, as at 31 December 2002, the related income statement and notes, including the statement of cash flows overview of changes in equity, for year 2002 stated in the Annual Report (“the financial statements”). The financial statements and underlying accounting records are the responsibility of the Company’s Board of Directors. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Act on Auditors and Auditing Standards of the Chamber of Auditors of the Czech Republic. Those auditing standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the accompanying financial statements present fairly, in all material respects, the assets, liabilities and equity of Teplárna Liberec, a.s. as at 31 December 2002, and the results of its operations and its cash flows and changes in equity for the year then ended in accordance with the Act on Accounting and other relevant legislation of the Czech Republic.

We examined the agreement of accounting information in this Annual Report that are not included in the financial statements as at December 31, 2002, with the examined financial statements. In our opinion this information in all material respects corresponds to these financial statements.

Then, we examined the attached Report on relations between persons (the “Report”), included in this Annual Report. Completeness and correctness of the Report are the responsibility of the Company’s Board of Directors. Our responsibility is to examine the correctness of data listed in the Report.

We conducted our audit in accordance with the Auditing Standards of the Chamber of Auditors of the Czech Republic relating to examination of reports on relations between related persons. Those auditing standards require that we plan and perform the audit to obtain medium level of assurance as to whether the Report is free of material misstatement. During our examination, we found no facts that would lead us to suspicion/assumption that the attached Report was not prepared properly in all material respects.

30 April 2003

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers Audit, s.r.o.
Represented by

/s/ Thomas Linder                          (illegible signature)

Thomas Linder                              Ivana Kunova
Partner                                          Auditor, Licence No. 1784

TEPLARNA LIBEREC, a.s.
FINANCIAL STATEMENTS - BALANCE SHEET
ASSETS

                                                                                12/31/2002               12/31/2001
                                                                           ---------------------   ------------------------

                                                                                             (CZK 000's)

Total Assets                                                                            573,026                    567,134
                                                                           =====================   ========================

Fixed Assets                                                                            386,717                    389,435
                                                                           ---------------------   ------------------------

     Intangible Fixed Assets                                                                262                        270
                                                                           ---------------------   ------------------------

         Software                                                                           233                        230
         Royalties                                                                           29                         40
                                                                           ---------------------   ------------------------

     Tangible Fixed Assets                                                              386,455                    389,165
                                                                           ---------------------   ------------------------

         Land                                                                             7,467                      7,467
         Constructions                                                                  131,927                    138,134
         Equipment                                                                      237,675                    239,257
         Other Tangible Fixed Assets                                                      5,749                          -
         Tangible Assets in the Course of Construction                                    3,287                      4,307
         Advances Paid for Tangible Assets                                                  350                          -
                                                                           ---------------------   ------------------------

Current Assets                                                                          183,437                    176,873
                                                                           ---------------------   ------------------------

     Inventories                                                                          4,820                      3,448
                                                                           ---------------------   ------------------------

         Raw Materials                                                                    4,820                      3,448
                                                                           ---------------------   ------------------------

     Short-Term Receivables                                                              80,167                     82,119
                                                                           ---------------------   ------------------------

         Trade Receivables                                                               64,069                     64,023
         Tax Receivables and State Subsidies Receivable                                  16,016                     18,025
         Other Receivables                                                                   82                         71
                                                                           ---------------------   ------------------------

     Financial Assets                                                                    98,450                     91,306
                                                                           ---------------------   ------------------------

         Cash in Hand                                                                        63                         70
         Cash in Bank                                                                     3,387                     13,736
         Short-Term Investments                                                          95,000                     77,500
                                                                           ---------------------   ------------------------

Other Assets                                                                              2,872                        826
                                                                           ---------------------   ------------------------

     Accruals and Deferrals                                                               2,181                        503
                                                                           ---------------------   ------------------------

         Prepaid Expenses                                                                   497                        315
         Accrued Revenue                                                                  1,684                        188
                                                                           ---------------------   ------------------------

     Anticipated Assets                                                                     691                        323
                                                                           ---------------------   ------------------------

TEPLARNA LIBEREC, a.s.
FINANCIAL STATEMENTS - BALANCE SHEET
LIABILITIES AND OWNER'S EQUITY

                                                                                12/31/2002               12/31/2001
                                                                           ---------------------   ------------------------

                                                                                             (CZK 000's)

Total Liabilities and Equity                                                            573,026                    567,134
                                                                           =====================   ========================

Equity                                                                                  483,949                    503,294
                                                                           ---------------------   ------------------------

     Registered Capital                                                                 500,000                    500,000
                                                                           ---------------------   ------------------------

         Registered Capital                                                             500,000                    500,000
                                                                           ---------------------   ------------------------

     Reserve Funds                                                                        1,628                      3,638
                                                                           ---------------------   ------------------------

         Statutory Reserve Fund                                                             765                      2,609
         Statutory and Other Reserves                                                       863                      1,029
                                                                           ---------------------   ------------------------

     Retained Earnings                                                                  (27,746)                     2,613
                                                                           ---------------------   ------------------------

         Retained Profits                                                                   750                      2,613
         Accumulated Losses                                                             (28,496)                         -
                                                                           ---------------------   ------------------------

     Profit (Loss) for the Current Period                                                10,067                     (2,957)
                                                                           ---------------------   ------------------------

Liabilities                                                                              83,567                     58,790
                                                                           ---------------------   ------------------------

     Provisions                                                                          42,863                     10,029
                                                                           ---------------------   ------------------------

         Deferred Tax Liability                                                          42,863                     10,029
                                                                           ---------------------   ------------------------

     Short-Term Liabilities                                                              40,704                     48,761
                                                                           ---------------------   ------------------------

         Trade Payables                                                                  36,528                     44,162
         Payroll Payable and Other Liabilities to Employees                               2,399                      2,636
         Liabilities for Social Insurance                                                 1,359                      1,496
         Tax Liabilities                                                                    400                        450
         Other Payables                                                                      18                         17
                                                                           ---------------------   ------------------------

Other Liabilities                                                                         5,510                      5,050
                                                                           ---------------------   ------------------------

     Accruals and Deferrals                                                                 229                        254
                                                                           ---------------------   ------------------------

         Accruals                                                                           229                        241
         Deferred Revenue                                                                     -                         13
                                                                           ---------------------   ------------------------

     Anticipated Liabilities                                                              5,281                      4,796
                                                                           ---------------------   ------------------------


TEPLARNA LIBEREC, a.s.
FINANCIAL STATEMENTS - INCOME STATEMENT


                                                                                 12/31/2002               12/31/2001
                                                                             --------------------   -----------------------

                                                                                              (CZK 000's)

Sale of Production (A)                                                                   646,710                   688,714
                                                                             --------------------   -----------------------

     Sales of Own Products and Services                                                  646,655                   688,660
     Own Work Capitalized                                                                     55                        54
                                                                             --------------------   -----------------------

Cost of Sales (B)                                                                        564,548                   618,941
                                                                             --------------------   -----------------------

     Raw Materials and Consumables                                                       411,454                   455,769
     Services                                                                            153,094                   163,172
                                                                             --------------------   -----------------------

Added Value (A)-(B) (+)                                                                   82,162                    69,773
                                                                             --------------------   -----------------------

Staff Costs (-)                                                                           45,912                    45,896
                                                                             --------------------   -----------------------
     Wages and Salaries                                                                   32,807                    32,813
     Emoluments of Board Members                                                             890                       960
     Social Security Costs                                                                11,512                    11,483
     Other Social Costs                                                                      703                       640
                                                                             --------------------   -----------------------
Taxes and Charges (-)                                                                        113                        58
Depreciation of Long-Term Assets (-)                                                      34,944                    33,429
Sale of Long-Term Assets and Raw Materials (+)                                               487                     1,142
Net Book Amount of Long-Term Assets and Raw Materials Sold (-)                               184                       650
Amounts Written Back to Operating Assets (+)                                               1,854                     2,111
Amounts Written Off Operating Assets (-)                                                   3,548                     4,557
Other Operating Income (+)                                                                15,433                    12,018
Other Operating Charges (-)                                                                4,077                     4,411
                                                                             --------------------   -----------------------

Operating Result (C)                                                                      11,158                    (3,957)
                                                                             --------------------   -----------------------

Income from Short-Term Investments (+)                                                       321                     1,489
Interest Income (+)                                                                        3,199                     3,503
Other Financial Expense (-)                                                                  275                       116
                                                                             --------------------   -----------------------

Result from Financial Transactions (D)                                                     3,245                     4,876
                                                                             --------------------   -----------------------

Tax on Profit or Loss on Ordinary Activities (E)                                           4,338                     4,215
                                                                             --------------------   -----------------------
     -current                                                                                  -                      (325)
     -deferred                                                                             4,338                     4,540
                                                                             --------------------   -----------------------

Profit or Loss on Ordinary Activities after Taxation (C)+(D)-(E) = (F)                    10,065                    (3,296)
                                                                             --------------------   -----------------------

Extraordinary Income (+)                                                                      66                       771
Extraordinary Charges (-)                                                                     64                       432
                                                                             --------------------   -----------------------

Extraordinary Income (G)                                                                       2                       339
                                                                             --------------------   -----------------------

Net Profit (Loss) for the Financial Period (F)+(G)                                        10,067                    (2,957)
                                                                             ====================   =======================

Profit (loss) before Taxation                                                             14,405                     1,258
                                                                             ====================   =======================


TEPLARNA LIBEREC, a.s.
CASH FLOW STATEMENT


                                                                                       12/31/2002           12/31/2001
                                                                                    -----------------   -------------------

                                                                                                 (CZK 000's)

Cash Flow from Operations

Book Profit (-) / Loss (+) from Current Activities before Taxation                            14,403                   919
                                                                                    -----------------   -------------------

Non-Pecuniary Operations Adjustments (B)                                                      32,855                31,426
                                                                                    -----------------   -------------------

    Fixed Assets Write-Offs                                                                   34,944                34,254
    Changes in Status of Adjusting Items                                                       1,734                 2,529
    Profit (-) / Loss (+) from Fixed Asset Sale                                                 (303)                 (365)
    Settled Interest Expense and Interest Income                                              (3,520)               (4,992)
                                                                                    -----------------   -------------------

Net Cash Flow from Operations before Taxation,
    Changes in Current Assets and Extraordinary Items (A) + (B) = (C)                         47,258                32,345
                                                                                    -----------------   -------------------

Changes in Status of Non-Pecuniary Items of Working Capital (D)                              (10,692)               (5,583)
                                                                                    -----------------   -------------------

    Change in Status of Receivables and Temporary Asset Accounts                              (4,692)              (17,751)
    Change in Status of Short-Term Liabilities and Temporary Liabilities Accounts             (5,802)                9,387
    Change in the Status of Inventories                                                         (198)                2,781
                                                                                    -----------------   -------------------

Net Cash Flows from Operations Before Taxation
    and Extraordinary Items (C) + (D) = (E)                                                   36,566                26,762

Received Interest (G)                                                                          3,520                 4,911
Income Tax Remitted for Current Activity (H)                                                   1,690                  (201)
Extraordinary Income and Expenses and Remitted Income Tax from Extraordinary Activity (I)          2                   179
                                                                                    -----------------   -------------------

Net Cash Flow from Operations (E) + (F) + (G) + (H) + (I) = (L)                               41,778                31,651
                                                                                    -----------------   -------------------

Cash Flow from Investment Activities

Expenses Connected with Acquisition of Fixed Assets                                          (34,205)              (27,915)
Receipts from Fixed Asset Sales                                                                  487                   775
                                                                                    -----------------   -------------------

Net Cash Flow From Investment Activities (M)                                                 (33,718)              (27,140)
                                                                                    -----------------   -------------------

Cash Flow from Financial Activity

Change in Equity Status (K)                                                                     (916)                 (945)
                                                                                    -----------------   -------------------

    Direct Payments from Reserves                                                               (916)                 (945)
                                                                                    -----------------   -------------------

Net Cash Flow from Financial Activity (J) + (K) = (N)                                           (916)                 (945)
                                                                                    -----------------   -------------------

Net Increase/ Decrease of Financial Means and Cash Equivalents (L) + (M) + (N) = (O)           7,144                 3,566

Status of Financial Means and Cash Equivalents at the Beginning of the Year (P)               91,306                87,740
                                                                                    -----------------   -------------------

Status of Financial Means and Cash Equivalents at the End of the Year (O) + (P)               98,450                91,306
                                                                                    =================   ===================
EX-99 5 ex99-3.htm 99-3 Exhibit F-1 

                                  SENECA RESOURCES CORPORATION - CANADIAN OPERATIONS
                                              CONSOLIDATING BALANCE SHEET
                                                 AT SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)


                                          Seneca
                            National Fuel Energy    Seneca New                                                    Consolidated
                             Exploration  Canada,   Brunswick,                       Total Before               Seneca Resources
                             Corporation   Inc.        LP         NSULC1      NSULC2 Eliminations Eliminations Canadian Operations
                            ------------- -------- -----------  ---------- ---------- ------------ ------------ -------------------

ASSETS

PROPERTY, PLANT and EQUIPMENT     $ -   $ 285,621         $ -         $ -         $ -   $ 285,621      $ (560)      $ 285,061
  Less: Accumulated  DD&A           -     169,859           -           -           -     169,859      (1,285)        168,574
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------     ----------
                                    -     115,762           -           -           -     115,762         725         116,487
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
CURRENT ASSETS:
  Cash and Temporary Cash Invest.   -       9,578           -           -           -       9,578           -           9,578
  Accounts Receivable               -       4,348           -           -       1,763       6,111           -           6,111
  Accounts Receivable-Intercompany  -           -           -      21,837           -      21,837     (21,837)              -
  Materials and Supplies            -         740           -           -           -         740           -             740
  Prepayments                       -         633           -           -           -         633           -             633
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
                                    -      15,299           -      21,837       1,763      38,899     (21,837)         17,062
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
OTHER ASSETS:
  Invest. in Associated Companies   -           -           -           -           -           -           -               -
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
                                    -         168           -      94,717           -      94,885     (94,717)            168
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
TOTAL ASSETS                      $ -   $ 131,229         $ -   $ 116,554     $ 1,763   $ 249,546   $ (115,829)     $ 133,717
                            ==========  ==========  ==========  ========== ===========  ==========  ==========      ==========

CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
  Common Stock                      -           -           -           -           -           -           -               -
  Paid - in - Capital               -      49,395           -     109,663       1,409     160,467     (49,391)        111,076
  Earn. Reinvest. in the Business   -      39,634           -    (202,916)     (2,246)   (165,528)    (13,073)       (178,601)
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
  Total Common Shareholder
   Equity Before Items of Other
   Comprehensive Income             -      89,029           -     (93,253)       (837)     (5,061)    (62,464)        (67,525)
  Accumulated Other
   Comprehensive Income (Loss)      -       5,688           -      26,136         494      32,318     (24,091)          8,227
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
  Total Comprehensive
    Shareholders' Eqity             -      94,717           -     (67,117)       (343)     27,257     (86,555)        (59,298)

  Notes Payable-Intercompany        -           -           -     144,908       1,889     146,797           -         146,797
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
  Total Capitalization              -      94,717           -      77,791       1,546     174,054     (86,555)         87,499
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------

CURRENT AND ACCRUED LIABILITIES:
  Accounts Payable                  -       9,823           -           -           -       9,823           -           9,823
  Accounts Payable - Intercompany   -      19,067           -      29,879         384      49,330     (23,663)         25,667
  Other Accruals and Current
   Liabilities                      -         364           -       7,815           -       8,179      (7,815)            364
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
                                    -      29,254           -      37,694         384      67,332     (31,478)         35,854
                            ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------

DEFERRED CREDITS:
  Accumulated Deferred Income Taxes -       7,258           -       1,069        (167)      8,160         600           8,760
  Asset Retirement Obligation       -           -           -           -           -           -       1,604           1,604
                             ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
                                    -       7,258           -       1,069        (167)      8,160       2,204          10,364
                             ----------  ----------  ----------  ---------- -----------  ----------  ----------      ----------
TOTAL CAPITALIZATION
 AND LIABILITIES                 $ -   $ 131,229         $ -   $ 116,554     $ 1,763   $ 249,546   $ (115,829)     $ 133,717
                             ==========  ==========  ==========  ========== ===========  ==========  ==========      ==========




                                  SENECA RESOURCES CORPORATION - CANADIAN OPERATIONS
                                           CONSOLIDATING STATEMENT OF INCOME
                                     FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
                                                (THOUSANDS OF DOLLARS)

                                          Seneca
                            National Fuel Energy    Seneca New                                                    Consolidated
                             Exploration  Canada,   Brunswick,                       Total Before               Seneca Resources
                             Corporation   Inc.        LP         NSULC1      NSULC2 Eliminations Eliminations Canadian Operations
                            ------------- -------- -----------  ---------- ---------- ------------ ------------ -------------------

OPERATING REVENUE:             $ 78,951   $ 23,470   $      -   $       -         $ -  $ 102,421    $      -       $ 102,421
                            ------------- -------- -----------  ---------- ---------- ------------ ----------      ----------

OPERATING EXPENSE:
  Operation and Maintenance      23,699      6,949          -           -           -     30,648         933          31,581
  Property, Franchise and
   Other Taxes                    7,064        591          -           -           -      7,655         (36)          7,619
  Depreciation, Depletion and
    Amortization                 22,822      6,357          -           -           -     29,179      (2,484)         26,695
  Impairment of Oil and Gas
   Producing Properties          32,589     12,837          -           -           -     45,426       9,609          55,035
                            ------------ ----------  ----------  ---------- ----------- ----------  ----------     ----------
                                 86,174     26,734          -           -           -    112,908       8,022         120,930
  Loss on Sale of Oil and Gas
   Producing Properties               -          -          -     (71,372)     (2,111)   (73,483)     15,011         (58,472)
                            ------------ ----------  ----------  ---------- ----------- ----------  ----------     ----------
  Operating Income (Loss)        (7,223)    (3,264)         -     (71,372)     (2,111)   (83,970)      6,989         (76,981)
                            ------------ ----------  ----------  ---------- ----------- ----------  ----------     ----------

OTHER INCOME (EXPENSE):
  Interest - Intercompany        14,350    (17,124)    17,124     (15,820)       (203)    (1,673)     (1,364)         (3,037)
  Other Interest                      -       (186)         -           -           -       (186)                       (186)
                            ------------ ----------  ----------  ---------- ----------- ----------  ----------     ----------
                                 14,350    (17,310)    17,124     (15,820)       (203)    (1,859)     (1,364)         (3,223)
                            ------------ ----------  ----------  ---------- ----------- ----------  ----------     ----------
  Income (Loss) Before
   Income Taxes and
   Minority Interest in
   Foreign Subsidiary             7,127    (20,574)    17,124     (87,192)     (2,314)   (85,829)      5,625         (80,204)
                            ------------ ----------  ----------  ---------- ----------- ----------  ----------     ----------

  Income Taxes                    5,777      1,381     13,721     (13,029)       (167)     7,683         783           8,466
                            ------------ ----------  ----------  ---------- ----------- ----------  ----------     ----------

  Income/(Loss) Before
   Cumulative Effect              1,350    (21,955)     3,403     (74,163)     (2,147)   (93,512)      4,842         (88,670)
                            ------------ ----------  ----------  ---------- ----------- ----------  ----------     ----------
  Cumulative Effect of
   Change in Accounting               -          -          -           -           -          -         (59)            (59)
                            ------------ ----------  ----------  ---------- ----------- ----------  ----------     ----------
  Net Income (Loss) Available
   for Common Stock            $ 1,350   $ (21,955)   $ 3,403    $(74,163)   $ (2,147) $ (93,512)    $ 4,783       $ (88,729)
                            ============ ==========  ==========  ========== =========== ==========  ==========     ==========
EX-99 6 ex99-4.htm 99-4 Ex99-4 to 2003 Form U5S

Ex99-4

                                          CERTIFICATE OF INCORPORATION

                                                        OF

                                        HIGHLAND PIPELINE & RESOURCES CORP.


                              Pursuant to Section 402 of the Business Corporation Law

         The undersigned, being a natural person of at least 18 years of age and acting as the incorporator of
the corporation hereby being formed pursuant to Section 402 of the Business Corporation Law, certifies that:

         FIRST:  The name of the corporation is Highland Pipeline & Resources Corp.

         SECOND:  The purposes for which the corporation is formed are as follows:

1.       To own the capital stock,  partnership  interests or membership  interests of entities organized under the
         laws of the State of New York engaged in the conveyance  and transport  through gas pipe
         lines of natural gas;

2.       To manufacture,  own,  acquire,  produce,  process,  store,  assemble,  operate,  use, prepare for market,
         distribute,  buy,  sell,  dispose of,  lease,  exchange and  generally  deal in and with
         timber and its by-products and in and with land;

3.       To carry out its purposes alone or jointly with one or more other  corporations  formed under the Business
         Corporation Law or otherwise and empowered to so act; and

4.       To engage in any lawful  act or  activity  for which  corporations  may be  organized  under the  Business
         Corporation  Law;  provided,  however,  that the  corporation is not formed to engage in
         any  act  or  activity  requiring  the  consent  or  approval  of  any  state  official,
         department,  board,  agency or other body without  such consent or approval  first being
         obtained.

         THIRD:  The office of the corporation is to be located in the County of Erie, State of New York.

         FOURTH:  The corporation is authorized to issue an aggregate of ten thousand (10,000) shares of common
stock ("Common Stock"), consisting of two thousand five hundred (2,500) shares of Class A Common Stock, par value
$0.01 per share ("Class A Common Stock"), and seven thousand five hundred (7,500) shares of Class B Common Stock,
par value $0.01 per share ("Class B Common Stock").

         Terms of the Class A Common Stock and Class B Common Stock.  The powers, preferences and rights of the
Class A Common Stock and Class B Common Stock, and the qualifications, limitations or restrictions thereof, shall
be in all respects identical, except as otherwise required by law or expressly provided in this Certificate of
Incorporation.

         1.       Dividend Rights.  Subject to the prior rights of holders of all classes of stock at the time
outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive,
when and as declared by the Board of Directors, out of any assets of the corporation legally available therefor,
such dividends as may be declared from time to time by the Board of Directors.  Each share of Class A Common
Stock and each share of Class B Common Stock shall have identical rights with respect to dividends and
distributions (including, without limitation, distributions in connection with any recapitalization of the
corporation, and upon liquidation, dissolution or winding up of the corporation); provided, however, that
dividends or other distributions payable on the Common Stock in cash shall be made to all holders of Common Stock
pro rata based on the number of shares of Common Stock held by each; provided, further, however, that dividends
or other distributions payable on the Common Stock in shares of Common Stock shall be made to all holders of
Common Stock and may be made only as follows: (i) in shares of Class B Common Stock to the holders of Class A
Common Stock and to the holders of Class B Common Stock; (ii) in shares of Class A Common Stock to the holders of
Class A Common Stock and in shares of Class B Common Stock to the holders of Class B Common Stock; or (iii) in
any authorized class or series of capital stock (other than Common Stock) to the holders of both Class A Common
Stock and Class B Common Stock.

         2.       Redemption.  The Common Stock is not redeemable by the corporation.

         3.       Conversion.  Neither the Class A Common Stock nor the Class B Common Stock shall be convertible
into another class of Common Stock or any other security of the corporation.

         4.       Liquidation Rights.  Subject to the rights of holders of all classes of stock at the time
outstanding having rights as to liquidation, dissolution or winding up of the corporation, if assets remain in
the corporation, the holders of the Common Stock shall receive all of the remaining assets of the corporation pro
rata based on the number of shares of Common Stock held by each.  Each share of Class A Common Stock and each
share of Class B Common Stock shall have identical rights with respect to distributions in respect of
liquidation, dissolution or winding up of the corporation.

         5.       Voting Rights.  The holder of each share of Class A Common Stock shall have the right to vote,
and shall be entitled to notice of any shareholders' meeting in accordance with the By-laws of the corporation,
and shall be entitled to vote upon such matters and in such manner as may be provided by law.  Each outstanding
share of Class A Common Stock shall be entitled to one (1) vote in connection with the election of directors and
all other actions submitted to a vote of shareholders.  Holders of Class B Common Stock shall not vote on any
matters except as provided by this Certificate of Incorporation and the Business Corporation Law.

         6.       Subdivision of Shares.  If the corporation shall in any manner split (by dividend or
otherwise), subdivide or combine the outstanding shares of Class A Common Stock or Class B Common Stock, the
outstanding shares of the other class of Common Stock shall be proportionally split, subdivided or combined in
the same manner and on the same basis as the outstanding shares of the class of Common Stock that have been
split, subdivided or combined.

         7.       Merger and Consolidation.  In the event of a merger or consolidation of the corporation with or
into another entity (whether or not the corporation is the surviving entity), the holders of Class B Common Stock
shall be entitled to receive the same amount and form of consideration per share as the per share consideration,
if any, received by any holder of the Class A Common Stock in such merger or consolidation; provided, however,
that the foregoing provisions of this paragraph 7 shall be deemed to be satisfied if holders of Class B Common
Stock receive shares of Class B Common Stock in the same manner and on the same basis as the holders of Class A
Common Stock receive Class A Common Stock in such merger or consolidation.

         FIFTH:  The Secretary of State is designated as the agent of the corporation upon whom process against
the corporation may be served.  The post office address within the State of New York to which the Secretary of
State shall mail a copy of any process against the corporation served upon him/her is:  c/o National Fuel Gas
Company, Legal Department, 10 Lafayette Square, City of Buffalo, County of Erie, State of New York 14203.

         SIXTH:  The corporation shall, to the fullest extent permitted by Article 7 of the Business Corporation
Law indemnify any and all persons whom it shall have power to indemnify under said Article from and against any
and all expenses, liabilities or other matters referred to in or covered by said Article.  To the fullest extent
permitted by Article 7 of the Business Corporation Law, expenses incurred by an officer or director in defending
a civil or criminal action, suit or proceeding brought by any party other than the corporation against any such
officer, director or any person who has ceased to serve as such, in respect of any such person's acts or actions
in his or her official capacity with the corporation, shall be advanced by the corporation prior to final
disposition of the action.  The indemnification and advancement of expenses provided for herein shall not be
deemed exclusive of any other rights to which any person may be entitled under any By-law, resolution of
shareholders, resolution of directors, agreement or otherwise, as permitted by said Article, as to action in any
capacity in which he or she served at the request of the corporation.

         SEVENTH:  The personal liability of the directors of the corporation is eliminated to the fullest extent
permitted by the provisions of paragraph (b) of Section 402 of the Business Corporation Law.

         EIGHTH:  Any action required or permitted to be taken by shareholders for or in connection with any
corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.

         NINTH:  No holder of shares of any class of capital stock of the corporation, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for or to purchase or receive any shares
of any class of capital stock of the corporation, now or hereafter authorized, or any options or warrants for
such shares, or any rights to subscribe to or purchase such shares or any securities convertible into or
exchangeable for such shares that may at any time be issued, sold or offered for sale by the corporation.  This
provision is for the regulation and conduct of the business and affairs of the corporation and is in furtherance
of, and not in limitation or exclusion of, any powers conferred upon it by statute.

         TENTH:  The shareholders of the corporation shall have the power to adopt, amend or repeal the By-laws
of the corporation.  In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors shall in its discretion have the additional power to adopt, amend and repeal the By-laws at any time
and from time to time in a manner that is consistent with this Certificate of Incorporation.

         ELEVENTH:  All votes, including, without limitation, those for the election of directors, may be taken
by voice except as otherwise specifically provided in the By-laws of the corporation.  The shareholders shall not
have the right to cumulate their shares in voting for the election of directors.

         TWELTH:  References in Articles SIXTH and SEVENTH to New York law or to any provision thereof shall be
to such law as it existed on the date these Articles SIXTH and SEVENTH were adopted or as such law thereafter may
be changed; provided that (a) in the case of any change that expands the liability of directors or limits the
indemnification rights or the rights to advancement of expenses that the corporation may provide, the rights to
limited liability, to indemnification and to the advancement of expenses provided in Articles SIXTH and SEVENTH
shall continue as theretofore to the extent permitted by law; and (b) if such change permits the corporation
without the requirement of any further action by shareholders or directors to limit further the liability of
directors or officers or to provide broader indemnification rights or rights to the advancement of expenses than
the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and
the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by
law.

         IN WITNESS WHEREOF, I have made, signed and subscribed this Certificate of Incorporation this 20th day
of January, 2003, and affirm that the statements contained herein are true under the penalties of perjury.

                                                                       /s/ Herbert Henryson II
                                                                       Herbert Henryson II
                                                                       Sole Incorporator
                                                                       250 Park Avenue
                                                                       New York, New York 10177
EX-99 7 ex99-5.htm 99-5 Ex99-5 to 2003 Form U5S

Ex99-5

[stamp]F030204000 652
CSC 45 

                                               CERTIFICATE OF MERGER
                                                        OF
                                          HIGHLAND FOREST RESOURCES, INC.
                                                   WITH AND INTO
                                        HIGHLAND PIPELINE & RESOURCES CORP.

                 Pursuant to Section 904 of the Business Corporation Law of the State of New York

         HIGHLAND PIPELINE & RESOURCES CORP., a New York corporation (the "NY Corporation"), and HIGHLAND FOREST
RESOURCES, INC., a Pennsylvania corporation (the "PA Corporation"), hereby certify as follows:

         FIRST:   The name and state of organization of each of the Constituent Corporations to the Merger are as
follows:

                  Name                                                          State of Organization

         Highland Pipeline & Resources  Corp.                                   New York

         Highland Forest Resources, Inc.                                        Pennsylvania

         SECOND:  The initial Certificate of Incorporation of the NY Corporation was filed with the Secretary of
State of the State of New York on January 22, 2003.  The initial Articles of Incorporation of the PA Corporation
were filed with the Secretary of State of New York on 2/12/01.

         THIRD:   The NY Corporation is authorized to issue ten thousand (10,000) shares of common stock, two
thousand five hundred (2,500) of which are designated Class A Common Stock, par value $0.01 per share ("Class A
Common Stock"), and seven thousand five hundred of which are designated as Class B Common Stock, par value $0.01
per share ("Class B Common Stock").  Ten (10) shares of Class A Common Stock are issued and outstanding and owned
by National Fuel Gas Company, a New Jersey corporation ("Parent") and each such share is entitled to vote.  No shares
of Class B Common Stock are outstanding.

         FOURTH:  The PA Corporation is authorized to issue four thousand five hundred (4,500) shares of common
stock, par value $1.00 per share ("Common Stock").  Four thousand five hundred (4,500) shares of Common Stock are
issued and outstanding and owned by Parent and each such share is entitled to vote.

         FIFTH:   The merger herein certified was authorized in respect of the surviving constituent corporation
[by the written consent of holders of outstanding shares of the corporation entitled to vote on the plan of merger,
having not less than the minimum requisite proportion of votes, which has been given in accordance with section 615 of
the Business Corporation Law of the State of New York.  Written notice has been given as and to the extent required by the
said section 615.] [by the vote of holders of outstanding shares of the corporation entitled to vote on the plan of
merger under the certificate of incorporation, having not less than the minimum requisite proportion of votes and by the
class vote of the holders of outstanding shares having not less than the minimum requisite proportion of votes of each
[class] [series] which are denied voting power under the certificate of incorporation but which are entitled to vote by
class under paragraph (a)(2) of section 903 of the Business Corporation Law of the State of New York.]

         SIXTH  The merger herein certified was authorized in respect of the merged constituent corporation
in accordance with the laws of its jurisdiction of incorporation and is in compliance with said laws.  The
following is a statement of any amendments or changes in the certificate of incorporation of the
surviving constituent corporation to be effected by the merger.  The certificate of incorporation of HIGHLAND
PIPELINE & RESOURCES CORP. shall be amended to change the name of the corporation.  To accomplish said
amendment, Article First of the certificate of incorporation is amended to read:

         "FIRST:  The name of the corporation is Highland Forest Resources, Inc."

         IN WITNESS WHEREOF, each of Highland Pipeline & Resources Corp. and Highland Forest Resources, Inc. has
caused this Certificate of Merger to be signed by its duly authorized officers this 3rd day of February, 2003.

                                            HIGHLAND PIPELINE & RESOURCES CORP.


                                            By:  /s/ D. J. Seeley
                                                  D. J. Seeley, President


                                            HIGHLAND FOREST RESOURCES, INC.


                                            By:  /s/ James A. Beck
                                                 James A. Beck, President
EX-99 8 ex99-6.htm 99-6 Ex99-6 to 2003 Form U5S

Ex99-6

                                                      BY-LAWS

                                                        OF

                                          HIGHLAND FOREST RESOURCES, INC.

                                    (f/k/a HIGHLAND PIPELINE & RESOURCES CORP.)



                                                     ARTICLE ONE

                                                       OFFICES

1.       Principal Office.  The principal office of this corporation shall be in the City of Buffalo, State of
New York.

2.       Other Offices.  The corporation may have such other offices and places of business, within or without
the State of New York, as may be determined by the Directors.


                                                   ARTICLE TWO

                                                   SHAREHOLDERS

1.       Place of Meetings.  Meetings of the shareholders may be held at such place or places, within or without
the State of New York, as shall be fixed by the President and stated in the notice of the meeting.

2.       Annual Meeting.  The annual meeting of shareholders for the election of Directors and the transaction of
such other business as may properly come before the meeting shall be held on such business day and time as the
President shall designate.

3.       Notice of Annual Meeting.  Written notice of the annual meeting shall be given to each shareholder
entitled to vote, at least ten (10) days but no more than fifty (50) days prior to the meeting.

4.       Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called by the
President or Board of Directors and must be called by the President or Secretary upon receipt by either of them
of the written request of the holders of twenty-five (25) percent of the stock then outstanding and entitled to
vote.

5.       Notice of Special Meeting.  Written notice of a special meeting, stating the time, place and purpose or
purposes thereof, shall be given to each shareholder entitled to vote, at least ten (10) days but no more than
fifty (50) days prior to the meeting.  The notice shall also be set forth at whose direction it is being issued.

6.       Quorum.  At any meeting of the shareholders, the holders of record of a majority of the shares of stock
then entitled to vote shall constitute a quorum for all purposes, except as otherwise provided by law or the
Certificate of Incorporation.

7.       Voting.  Except as may be otherwise provided by the Certificate of Incorporation, at each meeting of the
shareholders, every holder of stock then entitled to vote may vote in person or by proxy and shall have one vote
for each share registered in his or her name.

8.       Adjourned Meetings.  Any meeting of shareholders may be adjourned to a designated time and place by a
vote of a majority in interest of the shareholders present in person or by proxy and entitled to vote, even
though less than a quorum is so present.  No notice of such an adjourned meeting need be given, other than by
announcement at the meeting, and any business may be transacted that might have been transacted at the meeting as
originally called.

9.       Action by Written Consent of Shareholders.  Whenever by any provision of statute or of the Certificate
of Incorporation or of these By-Laws, shareholders are required or permitted to take any action by vote, such
action may be taken without a meeting on written consent setting forth the action so taken, signed by the holders
of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were present and voted.

10.      Notice of Action Regarding Payment for Shares.  If, at any meeting, action is proposed to be taken that
would, if taken, entitle shareholders to receive payment for shares, the notice of such meeting shall include a
statement of that purpose and to that effect.


                                                   ARTICLE THREE

                                                     DIRECTORS

1.       Powers; Number; Qualifications.  The business and affairs of the corporation shall be managed by or
under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate
of Incorporation.  The Board of Directors shall consist of one or more members, the number thereof to be
determined from time to time by the Board of Directors.  Directors need not be shareholders of the corporation.

2.       Powers.  The Board of Directors may adopt such rules and regulations for the conduct of business of its
meetings, the exercise of its powers and the management of the affairs of the corporation as it may deem proper,
not inconsistent with the laws of the State of New York, the Certificate of Incorporation or these By-Laws.

         In addition to the powers and authorities by these By-Laws expressly conferred upon it, the Board of
Directors may exercise all such powers of the corporation and do such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done
by the shareholders.

3.       Meeting, Quorum, Meeting by Telephone, Action Without Meeting.  Meetings of the Board of Directors may
be held at any place, either within or without the State of New York, provided a quorum be in attendance.  Except
as may be otherwise provided by the Certificate of Incorporation or by the corporate laws of the State of New
York, a majority of the Directors in office shall constitute a quorum at any meeting of the Board and the vote of
a majority of a quorum of Directors shall constitute the act of the Board.

         The Board of Directors may hold an annual meeting, without notice, immediately after the annual meeting
of the shareholders.  Regular meetings of the Board of Directors may be held without notice at such time and at
such place as shall from time to time be determined by the Board of Directors.  The Chairman of the Board (if
any) or the President or Secretary may call, and at the request of any two Directors must call, a special meeting
of the Board of Directors by appropriate notice.  Five days' notice is required when given personally or by
telegraph, cable, e-mail or facsimile transmission to each Director.

         Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting
of such Board or any Committee by means of a conference telephone or similar communication equipment allowing all
persons participating in the meeting to hear each other at the same time.  Participation by such means shall
constitute presence in person at a meeting.

         Any action required or permitted to be taken by the Board of Directors or any Committee thereof may be
taken without a meeting if all members of the Board or the Committee consent in writing to the adoption of a
resolution authorizing the action.  The resolution and the written consents thereto by the members of the Board
or Committee shall be filed with the minutes of the proceedings of the Board or Committee.

4.       Resignation, Vacancies, Removal.  Any Director may resign at any time by giving written notice to the
President or the Secretary.  Such resignation shall take effect at the time stated therein.  Except as otherwise
provided in the Certificate of Incorporation or in the following paragraph, vacancies occurring in the membership
of the Board of Directors, from whatever cause arising, may be filled by a majority vote of the remaining
Directors, though less than a quorum.

         Any one or more of the Directors may be removed for cause by action of the Board of Directors taken by a
vote of a majority of all Directors then in office at any regular or special meeting of the Board.

5.       Committees.  The Board of Directors, by resolution adopted by a majority of the entire Board, may
designate from its members an Executive Committee or other committee or committees, each consisting of one or
more members, and each of which shall have such powers and authority (to the extent permitted by law) as may be
provided in said resolution.

6.       Compensation.  Directors, as such, shall not receive any stated salary for their services, but by
resolution of the Board of Directors a fixed fee and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board or of any committee of the Board, provided that
nothing herein contained shall be construed to preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.


                                                   ARTICLE FOUR

                                                     OFFICERS

1.       Executive Officers.  The executive officers of the corporation shall be a President, one or more
Vice-Presidents, a Treasurer and a Secretary, each of whom shall be elected annually by the Directors and shall
hold office for such term as may be prescribed by the Board.  All vacancies occurring among any of the offices
may be filled by the Board of Directors or, in its discretion, the Board may leave unfilled at its pleasure any
of the foregoing offices except the offices of President, Treasurer and Secretary.  Any officer may be removed at
any time with or without cause by the Board of Directors.

2.       Other Officers.  The Board of Directors may appoint such other officers and agents with such powers and
duties as it shall deem necessary.

3.       The President.  The President shall, in the absence or non-election of a Chairman of the Board, preside
at all meetings of the shareholders and Directors and perform such other duties as from time to time may be
assigned to him or her by the Board of Directors.  The President shall be the Chief Executive Officer of the
corporation and shall perform all of the duties of the Chairman of the Board as well as those of President.

4.       The Vice-President.  The Vice-President, or if there be more than one, the Vice-Presidents (who may have
such designations, if any, as the Board of Directors may determine), in the order of their seniority or in any
other order determined by the Board shall, in the absence or disability of the President, exercise the powers and
perform the duties of the President, and each Vice-President shall exercise such other duties as may be
prescribed by the President or the Board.

5.       The Treasurer.  The Treasurer shall have custody of all funds, securities and other valuable effects of
the corporation; he shall receive and give receipts and acquittances for moneys paid in on account of the
corporation; he shall deposit all moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors; he shall pay out of the funds on
hand all bills, payrolls and other just debts of the corporation, of whatever nature, upon maturity; he shall
enter regularly, in books to be kept by him for that purpose, full and accurate accounts of all moneys received
and paid out by him on account of the corporation; and he shall perform all other duties incident to the office
of Treasurer and as may be prescribed by the Board.

6.       The Secretary.  The Secretary shall keep the minutes of all proceedings of the Board of Directors and of
the shareholders; he shall attend to the giving and serving of all notices to the shareholders and Directors or
other notice required by law or by these By-Laws; he shall affix the seal of the corporation to deeds, contracts
and other instruments in writing requiring a seal, when duly signed on behalf of the corporation; he shall have
charge of the certificate books and stock books and such other books and papers as the Board may direct; and he
shall perform all other duties incident to the office of Secretary as the Board may prescribe.


                                                   ARTICLE FIVE

                                                   CAPITAL STOCK

1.       Form and Execution of Certificates.  Certificates of stock shall be in such form as required by the laws
of the State of New York and as shall be adopted by the Board of Directors.  They shall be numbered and
registered in the order issued, shall be signed by the President or a Vice-President and by the Secretary or the
Treasurer and shall be sealed with the corporate seal or a facsimile thereof.  If such a certificate is
countersigned by a transfer agent or registered by a registrar, the signatures of any such officers may be
facsimile.

2.       Transfer.  Transfer of shares shall be made only upon the books of the corporation by the registered
holder in person or by attorney, duly authorized, and upon surrender of the certificate or certificates for such
shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer.  A
record shall be made of each transfer, and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer on the record of shareholders of the
corporation.

3.       Lost or Destroyed Certificates.  The holder of any certificate representing shares of stock of the
corporation may notify the corporation of any loss, theft or destruction thereof, and the Board of Directors may
thereupon, in its discretion, cause a new certificate for the same number of shares, to be issued to such holder
upon satisfactory proof of such loss, theft or destruction, and the deposit of indemnity by way of bond or
otherwise, in such form and amount and with such surety or sureties as the Board of Directors may require, to
indemnify the corporation against loss or liability by reason of the issuance of such new certificates.

4.       Record Date.  In lieu of closing the books of the corporation, the Board of Directors may fix in advance
a date, not exceeding fifty days nor less than ten days, as the record date for the determination of shareholders
entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without
a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or
allotment of any rights, or for the purpose of any other action.


                                                    ARTICLE SIX

                                                   MISCELLANEOUS

1.       Dividends.  Subject to the applicable provisions of the Certificate of Incorporation, the Board of
Directors may declare dividends from time to time upon the capital stock of the corporation from the surplus or
net profits available therefor.

2.       Fiscal Year.  The fiscal year of the corporation shall begin on the 1st day of October in each calendar
year and end on the 30th day of September of the next succeeding calendar year.

3.       Checks, Notes, etc.  Checks, notes, drafts, bills of exchange and orders for payment of money shall be
signed or endorsed in such manner as shall be determined by the Board of Directors.

         The funds of the corporation shall be deposited in such bank or trust company, and checks drawn against
such funds shall be signed in such manner as may be determined from time to time by the Board of Directors.

4.       Notice and Waiver of Notice.  Any notice required to be given under these By-Laws may be waived by the
person entitled thereto, in writing, by telegram, cable, e-mail, facsimile transmission or radiogram, and the
presence of any person at a meeting shall constitute waiver of notice thereof as to such person.

         Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless
expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing it in a
post office or post box in a sealed postpaid wrapper, addressed to such shareholder, officer or director, at such
address as appears on the books of the corporation, and such notice shall be deemed to have been given on the day
of such deposit.


                                                   ARTICLE SEVEN

                                           INDEMNIFICATION AND INSURANCE

1.       Indemnification.  Any person made a party to an action or proceeding, by reason of the fact that he or
she, his or her testator or his or her intestate is or was a director or officer of the corporation, or of any
other corporation, domestic or foreign, that he or she, his or her testator or intestate served in any capacity
at the request of the corporation, shall be indemnified by the corporation against the expenses (including
attorney's fees, judgments, fines and amounts paid in settlement) actually incurred by him or her as a result of
such action or proceeding, or any appeal therein, to the full extent permissible.

2.       Insurance.  The corporation may purchase and maintain insurance to indemnify the corporation and the
directors and officers to the extent permitted.


                                                   ARTICLE EIGHT

                                                    AMENDMENTS

1.       Authority.  The authority to make, alter, amend or repeal these By-Laws is expressly vested in the Board
of Directors, subject to the power of the shareholders to change or repeal such By-Laws.
EX-99 9 ex99-7.htm 99-7 Ex99-7 to 2003 Form U5S

Ex99-7

                                                 BY-LAWS

                                                    OF

                                    DATA-TRACK ACCOUNT SERVICES, INC.


                                                ARTICLE I
                                                 OFFICES

                  Section 1.        Principal Office.  The principal  office of the corporation  shall be in
the City of Buffalo, State of New York.

                  Section 2.        Other Offices.   The  corporation  may have  such  other  offices  and
places of business, within or without the State of New York, as may be determined by the Directors.


                                                ARTICLE II
                                               SHAREHOLDERS

                  Section 1.        Place of  Meetings  of the  shareholders  may be held at such place or
places,  within or without  the State of New York,  as shall be fixed by the  Directors  and stated in the
notice of the meeting.

                  Section 2.        Annual Meeting.  The annual meeting of  shareholders  for the election
of Directors and the  transaction  of such other business as may properly come before the meeting shall be
held at 10:00 a.m., or as soon thereafter as the presiding  officer may conveniently  direct, on the third
Thursday of February in each year (if not a legal holiday,  and if a legal holiday,  then at the same hour
on the next succeeding business day) or on such other business day as the Board of Directors may fix.

                  Section 3.        Notice of Annual Meeting.    Written  notice  of  the  annual  meeting
shall be given to each  shareholder  entitled to vote,  at least ten (10) days but no more than fifty (50)
days prior to the meeting.

                  Section 4.        Special Meetings.  Special meetings of the  shareholders for any
purpose  or  purposes  may be  called by the  President  or Board of  Directors  and must be called by the
President  or  Secretary  upon  receipt  by  either  of them of the  written  request  of the  holders  of
twenty-five (25) percent of the stock then outstanding and entitled to vote.

                  Section 5.        Notice of Special Meeting.   Written  notice  of  a  special  meeting,
stating the time, place and purpose or purposes  thereof,  shall be given to each shareholder  entitled to
vote,  at least ten (10) days out no more than  fifty  (50) days prior to the  meeting.  The notice  shall
also set forth at whose direction it is being issued.

                  Section 6.        Quorum.  At any meeting of the  shareholders,  the holders of record of
a majority  of the shares of stock then  entitled to vote,  shall  constitute  a quorum for all  purposes,
except as otherwise provided by law or the Certificate of Incorporation.

                  Section 7.        Voting.  Except as may be  otherwise  provided  by the  Certificate  of
Incorporation,  at each meeting of the shareholders,  every holder of stock then entitled to vote may vote
in person or by proxy, and shall have one vote for each share of stock registered in his name.

                  Section 8.        Adjourned Meetings.       Any   meeting   of   shareholders   may   be
adjourned to a designated time and place by a vote of a majority in interest of the  shareholders  present
in person or by proxy and  entitled to vote,  even  though less than a quorum is so present.  No notice of
such an adjourned meeting need be given,  other than by announcement at the meeting,  and any business may
be transacted which might have been transacted at the meeting as originally called.

                  Section 9.        Action by Written Consent of Shareholders.  Whenever by any  provision
of statute or of the  Certificate  of  Incorporation  or of these  By-Laws,  shareholders  are required or
permitted  to take any  action by vote,  such  action may be taken  without a meeting  on written  consent
setting  forth the action so taken,  signed by the  holders of all  outstanding  shares  entitled  to vote
thereon.

                  Section 10.       Appraisal Rights.  If, at any  meeting,  action is  proposed to be taken
which would, if taken,  entitle  shareholders  to receive  payment for shares,  the notice of such meeting
shall include a statement of that purpose and to that effect.


                                               ARTICLE III
                                                DIRECTORS

                  Section 1.        Number. The number of  directors of the  corporation  shall be no less
than two (2),  who shall hold office for the term of one year and/or  until their  successors  are elected
and  qualify.  The number of Directors  may be  increased  or decreased  from time to time by amendment to
these  By-Laws  made by a majority of the Board of Directors or by the  shareholders.  Directors  need not
be shareholders.

                  Section 2.        Powers. The Board of  Directors  may adopt such rules and  regulations
for the  conduct of  business  of its  meetings,  the  exercise  of its powers and the  management  of the
affairs of the  corporation,  as it may deem proper,  not  inconsistent  with the laws of the State of New
York, the Articles and/or Certificate of Incorporation or these By-Laws.

                  In addition to the powers and  authorities  by these By-Laws  expressly  conferred  upon
it, the Board of Directors  may exercise  all such powers of the  corporation  and do such lawful acts and
things as are not by statute or by the Articles and/or  Certificate of  Incorporation  or by these By-Laws
directed or required to be exercised or done by the shareholders.

                  Section 3.        Meeting, Quorum, Meeting by Telephone, Action Without Meeting.
Meetings of the Board of  Directors  may be held at any place,  either  within or outside the State of New
York  provided a quorum be in  attendance.  Except as may be  otherwise  provided  by the  Certificate  of
Incorporation  or by the  corporate  laws of the State of New York, a majority of the  Directors in office
shall  constitute  a quorum  at any  meeting  of the  Board  and the  vote of a  majority  of a quorum  of
Directors shall constitute the act of the Board.

                  The Board of Directors may hold an annual  meeting,  without notice,  immediately  after
the annual  meeting of  shareholders.  Regular  meetings  of the Board of  Directors  may be held  without
notice  at such  time  and at such  place  as  shall  from  time to time be  determined  by the  Board  of
Directors.  The  Chairman  of the Board  (if any) or the  President  or  Secretary  may  call,  and at the
request  of any two  Directors,  must call a special  meeting  of the Board of  Directors  by  appropriate
notice.  Five days'  notice is required  when given by mail,  or two days'  notice is required  when given
personally or by telegraph or cable to each Director.

                  Any one or  more  members  of the  Board  of  Directors  or any  Committee  thereof  may
participate  in a meeting of such Board or any  Committee  by means of a  conference  telephone or similar
communication  equipment allowing all persons  participating in the meeting to hear each other at the same
time.  Participation by such means shall constitute presence in person at a meeting.

                  Any  action  required  or  permitted  to be  taken  by the  Board  of  Directors  or any
Committee  thereof may be taken without a meeting if all members of the Board or the Committee  consent in
writing to the adoption of a resolution  authorizing the action.  The resolution and the written  consents
thereto by the members of the Board or  Committee  shall be filed with the minutes of the  proceedings  of
the Board or Committee.

                  Section 4.        Resignation, Vacancies, Removal.   Any  Director  may  resign  at  any
time by giving  written notice to the President or the Secretary.  Such  resignation  shall take effect at
the  time  stated  therein.   Except  as  otherwise   provided  in  the  Articles  and/or  Certificate  of
Incorporation  or in the  following  paragraph,  vacancies  occurring  in the  membership  of the Board of
Directors,  from whatever  cause  arising,  may be filled by a majority  vote of the remaining  Directors,
though less than a quorum.

                  Any one or more of the  Directors  may be  removed  for  cause by action of the Board of
Directors  taken by a vote of a  majority  of all  Directors  then in office  at any  regular  or  special
meeting of the Board.

                  Section 5.        Committees.    The Board of Directors,  by resolution  adopted by
a majority of the entire Board,  may designate from its members an Executive  Committee or other committee
or  committees,  each  consisting of three or more  members,  and each of which shall have such powers and
authority (to the extent permitted by law) as may be provided in said resolution.

                  Section 6.        Compensation.    Directors,  as such,  shall not  receive  any  stated
salary  for their  services,  but by  resolution  of he Board of  Directors  a fixed fee and  expenses  of
attendance,  if any, may be allowed for  attendance at each regular or special  meeting of the Board or of
any committee of the Board,  provided  that nothing  herein  contained  shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving compensation therefor.


                                                ARTICLE IV
                                                 OFFICERS

                  Section 1.        Executive Officers.    The   executive   officers  of  the
corporation shall be a President,  one or more Vice-Presidents,  a Treasurer and a Secretary,  all of whom
shall be elected  annually by the  Directors  and shall hold office for such term as may be  prescribed by
the Board.  All vacancies  occurring  among any of the offices may be filled by the Board of Directors or,
in its  discretion,  the Board may leave unfilled at its pleasure any of the foregoing  offices except the
offices of  President,  Treasurer  and  Secretary.  Any officer may be removed at any time with or without
cause by the Board of Directors.

                  Section 2.        Other Officers.  The  Board  of  Directors   may  appoint  such  other
officers and agents with such powers and duties as it shall deem necessary.

                  Section 3.        The President.   The  President,  shall  be a member  of the  Board of
Directors,  shall, in the absence or  non-election of a Chairman of the Board,  preside at all meetings of
the  shareholders  and directors and perform such other duties as from time to time may be assigned to him
by the Board of  Directors.  In the absence of the Chairman of the Board,  or in the event that there is a
vacancy  in the  office of the  Chairman,  the  President  shall be the  Chief  Executive  Officer  of the
corporation  and  shall  perform  all of the  duties  of the  Chairman  of the  Board  as well as those of
President.

                  Section 4.        The Vice-President.  The  Vice-President,   or  if  there  be
more than one,  the  Vice-Presidents  (who may have such  designations,  if any, as the Board of Directors
may determine),  in the order of their  seniority or in any other order  determined by the Board shall, in
the absence or disability of the  President,  exercise the powers and perform the duties of the President,
and each  Vice-President  shall  exercise  such other  powers  and  perform  such  other  duties as may be
prescribed by the President or the Board.

                  Section 5.        The Treasurer.   The  Treasurer  shall  have  custody  of  all  funds,
securities  and other  valuable  effects  of the  corporation;  he shall  receive  and give  receipts  and
acquittances  for moneys  paid in on account of the  corporation;  he shall  deposit  all moneys and other
valuable  effects  in the  name  and to the  credit  of the  corporation  in such  depositories  as may be
designated  by the  Board of  Directors;  he shall pay out of the funds on hand all  bills,  payrolls  and
other just debts of the  corporation,  of whatever  nature,  upon  maturity;  he shall enter  regularly in
books to be kept by him for that purpose,  full and accurate  accounts of all moneys received and paid out
by him on account of the  corporation,  and he shall  perform all other  duties  incident to the office of
Treasurer and as may be prescribed by the Board.

                  Section 6.        The Secretary.   The   Secretary   shall  keep  the   minutes  of  all
proceedings of the Board of Directors and of the  shareholders;  he shall attend to the giving and serving
of all notices to the shareholders  and Directors or other notice required by law or by these By-Laws;  he
shall affix the seal of the corporation to deeds,  contracts and other  instruments in writing requiring a
seal, when duly signed on behalf of the  corporation;  he shall have charge of the  certificate  books and
stock  books and such  other  books and papers as the Board may  direct,  and he shall  perform  all other
duties incident to the office of Secretary as the Board may prescribe.


                                                ARTICLE V
                                              CAPITAL STOCK

                  Section 1.        Form and Execution of Certificates.  Certificates  of stock  shall be in
such  form as  required  by the laws of the  State of New York  and as shall be  adopted  by the  Board of
Directors.  They shall be numbered and  registered in the order  issued;  shall be signed by the President
or a  Vice-President  and by the Secretary or the Treasurer and shall be sealed with the corporate seal or
a facsimile  thereof.  When such a certificate  is  countersigned  by a transfer  agent or registered by a
registrar, the signatures of any such officers may be facsimile.

                  Section 2.        Transfer.  Transfer  of  shares  shall  be made  only  upon  the
books of the  corporation by the registered  holder in person or by attorney,  duly  authorized,  and upon
surrender of the  certificate  or  certificates  for such shares duly  endorsed or  accompanied  by proper
evidence of  succession,  assignment  or authority to transfer.  A record shall be made of each  transfer,
and  whenever  a  transfer  shall be made for  collateral  security,  and not  absolutely,  it shall be so
expressed in the entry of the transfer on the record of shareholders of the corporation.

                  Section 3.        Lost or Destroyed Certificates.    The   holder  of  any   certificate
representing  shares  of stock of the  corporation  may  notify  the  corporation  of any  loss,  theft or
destruction  thereof,  and  the  Board  of  Directors  may  thereupon,  in  its  discretion,  cause  a new
certificate  for the same number of shares,  to be issued to such holder upon  satisfactory  proof of such
loss,  theft or  destruction,  and the deposit of indemnity by way of bond or otherwise,  in such form and
amount  and with  such  surety or  sureties  as the Board of  Directors  may  require,  to  indemnify  the
corporation against loss or liability by reason of the issuance of such new certificates.

                  Section 4.        Record Date.         In   lieu   of   closing   the   books   of   the
corporation,  the Board of Directors  may fix in advance a date,  not  exceeding  fifty days nor less than
ten days, as the record date for the  determination  of shareholders  entitled to receive notice of, or to
vote at,  any  meeting  of  shareholders,  or to consent  to any  proposal  without a meeting,  or for the
purpose of determining  shareholders  entitled to receive  payment of any  dividends,  or allotment of any
rights, or for the purpose of any other action.


                                                ARTICLE VI
                                              MISCELLANEOUS

                  Section 1.        Dividends.       Subject   to  the   applicable   provisions   of  the
Articles and/or  Certificate of  Incorporation,  the Board of Directors may declare dividends from time to
time upon the capital stock of the corporation from the surplus or net profits available therefor.

                  Section 2.        Fiscal Year.     The fiscal  year of the  corporation  shall  begin on
the 1st day of October in each calendar  year and end on the 30th day of September of the next  succeeding
calendar year.

                  Section 3.        Checks, Notes, etc.  Checks,    notes,   drafts,   bills   of
exchange  and  orders for the  payment of money  shall be signed or  endorsed  in such  manner as shall be
determined by the Board of Directors.

                  The funds of the  corporation  shall be  deposited  in such bank or trust  company,  and
checks drawn  against such funds shall be signed in such manner,  as may be  determined  from time to time
by the Board of Directors.

                  Section 4.        Notice and Waiver of Notice. Any  notice  required  to be  given
under these  By-Laws may be waived by the person  entitled  thereto,  in writing,  by  telegram,  cable or
radiogram,  and the presence of any person at a meeting shall  constitute  waiver of notice  thereof as to
such person.

                  Whenever  any notice is required by these  By-Laws to be given,  personal  notice is not
meant unless  expressly so stated;  and any notice so required  shall be deemed to be  sufficient if given
by  depositing  it in a  post  office  or  post  box in a  sealed  postpaid  wrapper,  addressed  to  such
shareholder,  officer or director,  at such address as appears on the books of the  corporation,  and such
notice shall be deemed to have been given on the day of such deposit.


                                               ARTICLE VII
                                      INDEMNIFICATION AND INSURANCE

                  Section 1.        Indemnification. Any person  made a party to an action or  proceeding,
by  reason of the fact that he,  his  testator  or  intestate,  is or was a  director  or  officer  of the
corporation,  or of any other  corporation,  domestic or  foreign,  which he, his  testator  or  intestate
served in any  capacity  at the  request  of the  corporation,  shall be  indemnified  by the  corporation
against  the  expenses  (including  attorney's  fees,  judgments,  fines and amounts  paid in  settlement)
actually  incurred by him as a result of such action or  proceeding,  or any appeal  therein,  to the full
extent permissible.

                  Section 2.        Insurance.   The corporation  may purchase and maintain  insurance
to indemnify the corporation and the directors and officers to the extent permitted.


                                               ARTICLE VIII
                                                AMENDMENTS

                  Section 1.        As provided in the Articles of the Company,  authority to make, alter,
amend and repeal the  By-Laws of the Company is  expressly  vested in the Board of  Directors,  subject to
the power of the shareholders to change or repeal such By-Laws.
EX-99 10 ex99-8.htm 99-8 Ex99-8 to 2003 Form U5S

Ex99-8

                                                    BY-LAWS

                                                      OF

                                         NATIONAL FUEL RESOURCES, INC.



                                                   ARTICLE I

                                                    OFFICES

         Section 1.  Principal Office.  The principal office of the corporation shall be in the City of
Buffalo, State of New York.

         Section 2. Other Offices.  The corporation may have such other offices and places of business,
within or without the State of New York, as may be determined by the Directors.

                                                  ARTICLE II

                                                 SHAREHOLDERS

         Section 1. Place of Meetings.  Meetings of the shareholders may be held at such place or places,
within or without the State of New York, as shall be fixed by the Directors and stated in the notice of the
meeting.

         Section 2. Annual Meeting.  The annual meeting of shareholders for the election of Directors and the
transaction of such other business as may properly come before the meeting shall be held at 10:00 a.m., or as
soon thereafter as the presiding officer may conveniently direct, on the third Thursday of February in each
year (if not a legal holiday, and if a legal holiday, then at the same hour on the next succeeding business
day) or on such other business day as the Board of Directors may fix.

         Section 3. Notice of Annual Meeting.  Written notice of the annual meeting shall be given to each
shareholder entitled to vote, at least ten (10) days but no more than fifty (50) days prior to the meeting.

         Section 4. Special Meetings.  Special meetings of the shareholders for any purpose or purposes may
be called by the President or Board of Directors and must be called by the President or Secretary upon
receipt by either of them of the written request of the holders of twenty-five (25) percent of the stock then
outstanding and entitled to vote.

         Section 5. Notice of Special Meeting.  Written notice of a special meeting, stating the time, place
and purpose or purposes thereof, shall be given to each shareholder entitled to vote, at least ten (10) days
but no more than fifty (50) days prior to the meeting.  The notice shall also set forth at whose direction it
is being issued.

         Section 6. Quorum.  At any meeting of the shareholders, the holders of record of a majority of the
shares of stock then entitled to vote, shall constitute a quorum for all purposes, except as otherwise
provided by law or the Certificate of Incorporation.

         Section 7. Voting.  Except as may be otherwise provided by the Certificate of Incorporation, at each
meeting of the shareholders, every holder of stock then entitled to vote may vote in person or by proxy, and
shall have one vote for each share of stock registered in his name.

         Section 8. Adjourned Meetings.  Any meeting of shareholders may be adjourned to a designated time
and place by a vote of a majority in interest of the shareholders present in person or by proxy and entitled
to vote, even though less than a quorum is so present.  No notice of such an adjourned meeting need be given,
other than by announcement at the meeting, and any business may be transacted which might have been
transacted at the meeting as originally called.

         Section 9. Action by Written Consent of Shareholders.  Whenever by any provision of statute or of
the Certificate of Incorporation or of these By-Laws, shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent setting forth the action so
taken, signed by the holders of all outstanding shares entitled to vote thereon.

         Section 10.  Appraisal Rights.  If, at any meeting, action is proposed to be taken which would, if
taken, entitle shareholders to receive payment for shares, the notice of such meeting shall include a
statement of that purpose and to that effect.


                                                  ARTICLE III

                                                   DIRECTORS

         Section 1. Number.  The number of Directors of the Corporation shall be no less than one (1), who
shall hold office for the term of one (1) year and/or until its successor is elected
and qualifies.  Directors shall be elected at the annual meetings of shareholders.  The number of Directors
may be increased or decreased from time to time by amendment to these By-Laws made by a majority of the Board
of Directors or by the Shareholders.  Directors need not be shareholders.

         Section 2. Powers.  The Board of Directors may adopt such rules and regulations for the conduct of
business of its meetings, the exercise of its powers and the management of the affairs of the corporation as
it may deem proper, not inconsistent with the laws of the State of New York, the Articles and/or Certificate
of Incorporation or these By-Laws.

         In addition to the powers and authorities by these By-Laws expressly conferred upon it, the Board of
Directors may exercise all such powers of the corporation and do such lawful acts and things as are not by
statute or by the Articles and/or Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the shareholders.

         Section 3. Meeting, Quorum, Meeting by Telephone, Action Without Meeting.  Meetings of the Board of
Directors may be held at any place, either within or outside the State of New York provided a quorum be in
attendance.  Except as may be otherwise provided by the Certificate of Incorporation or by the corporate laws
of the State of New York, a majority of the Directors in office shall constitute a quorum at any meeting of
the Board and the vote of a majority of a quorum of Directors shall constitute the act of the Board.

         The Board of Directors may hold an annual meeting, without notice, immediately after the annual
meeting of shareholders.  Regular meetings of the Board of Directors may be held without notice at such time
and at such place as shall from time to time be determined by the Board of Directors.  The Chairman of the
Board (if any) or the President or Secretary may call, and at the request of any two Directors, must call a
special meeting of the Board of Directors by appropriate notice.  Five days' notice is required when given by
mail, or two days' notice is required when given personally or by telegraph or cable to each Director.

         Any one or more members of the Board of Directors or any Committee thereof may participate in a
meeting of such Board or any Committee by means of a conference telephone or similar communication equipment
allowing all persons participating in the meeting to hear each other at the same time.  Participation by such
means shall constitute presence in person at a meeting.

         Any action required or permitted to be taken by the Board of Directors or any Committee thereof may
be taken without a meeting if all members of the Board or the Committee consent in writing to the adoption of
a resolution authorizing the action.  The resolution and the written consents thereto by the members of the
Board or Committee shall be filed with the minutes of the proceedings of the Board or Committee.

         Section 4. Resignation, Vacancies, Removal.  Any Director may resign at any time by giving
written notice to the President or the Secretary.  Such resignation shall take effect at the time stated
therein.  Except as otherwise provided in the Articles and/or Certificate of Incorporation or in the
following paragraph, vacancies occurring in the membership of the Board of Directors, from whatever cause
arising, may be filled by a majority vote of the remaining Directors, though less than a quorum.

         Any one or more of the Directors may be removed for cause by action of the Board of
Directors taken by a vote of a majority of all Directors then in office at any regular or special meeting of
the Board.

         Section 5. Committees.  The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate from its members an Executive Committee or other committee or committees, each
consisting of three or more members, and each of which shall have such powers and authority (to the extent
permitted by law) as may be provided in said resolution.

         Section 6. Compensation.  Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board of Directors a fixed fee and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board or of any committee of the Board,
provided that nothing herein contained shall be construed to preclude any Director from
serving the corporation in any other capacity and receiving compensation therefor.


                                                  ARTICLE IV

                                                   OFFICERS

         Section 1. Executive officers.  The executive officers of the Corporation shall be a President, one
or more Vice-Presidents, a Treasurer and a Secretary, all of whom shall be elected annually by the Directors
and shall hold office for such term as may be prescribed by the Board.  Any two or more offices may be held
by the same person.  All vacancies occurring among any of the offices may be filled by the Board of Directors
or, in its discretion, the Board may leave unfilled at its pleasure any of the foregoing offices.  Any
officer may be removed at any time with or without cause by the Board of Directors.

         Section 2. Other Officers.  The Board of Directors may appoint such other officers and agents with
such powers and duties as it shall deem necessary.

         Section 3. The President.  The President, shall be a member of the Board of Directors, shall, in the
absence or non-election of a Chairman of the Board, preside at all meetings of the shareholders and directors
and perform such other duties as from time to time may be assigned to him by the Board of Directors.  In the
absence of the Chairman of the Board, or in the event that there is a vacancy in the office of the Chairman,
the President shall be the Chief Executive Officer of the corporation and shall perform all of the duties of the
Chairman of the Board as well as those of President.

         Section 4. The Vice-President.  The Vice-President, or if there be more than one, the Vice-Presidents
(who may have such designations, if any, as the Board of Directors may determine), in the order of their
seniority or in any other order determined by the Board shall, in the absence or disability of the President,
exercise the powers and perform the duties of the President, and each Vice-President shall exercise such
other powers and perform such other duties as may be prescribed by the President or the Board.

         Section 5. The Treasurer.  The Treasurer shall have custody of all funds, securities and
other valuable effects of the corporation; he shall receive and give receipts and acquittances for moneys
paid in on account of the corporation; he shall deposit all moneys and other valuable effects in the name and
to the credit of the corporation in such depositories as may be designated by the Board of Directors; he
shall pay out of the funds on hand all bills, payrolls and other just debts of the corporation, of whatever
nature, upon maturity; he shall enter regularly in books to be kept by him for that purpose, full and
accurate accounts of all moneys received and paid out by him on account of the corporation, and he shall
perform all other duties incident to the office of Treasurer and as may be prescribed by the Board.

         Section 6. The Secretary.  The Secretary shall keep the minutes of all proceedings of the Board of
Directors and of the shareholders; he shall attend to the giving and serving of all notices to the
shareholders and Directors or other notice required by law or by these By-Laws; he shall affix the seal of
the corporation to deeds, contracts and other instruments in writing requiring a seal, when duly signed on
behalf of the corporation; he shall have charge of the certificate books and stock books and such other books
and papers as the Board may direct, and he shall perform all other duties incident to the office of Secretary
as the Board may prescribe.


                                                   ARTICLE V

                                                 CAPITAL STOCK

         Section 1.  Form and Execution of Certificates.  Certificates of stock shall be in such
form as required by the laws of the State of New York and as shall be
adopted by the Board of Directors.  They shall be numbered and registered in the order issued; shall be
signed by the President or a Vice-President and by the Secretary or the Treasurer and shall be sealed with
the corporate seal or a facsimile thereof.  When such a certificate is countersigned by a transfer agent or
registered by a registrar, the signatures of any such officers may be facsimile.

         Section 2. Transfer.  Transfer of shares shall be made only upon the books of the corporation by the
registered holder in person or by attorney, duly authorized, and upon surrender of the certificate or
certificates for such shares duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer.  A record shall be made of each transfer, and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry of the transfer on the record
of shareholders of the corporation.

         Section 3. Lost or Destroyed Certificates.  The holder of any certificate representing shares of
stock of the corporation may notify the corporation of any loss, theft or destruction thereof, and the Board
of Directors may thereupon, in its discretion, cause a new certificate for the same number of shares, to be
issued to such holder upon satisfactory proof of such loss, theft or destruction, and the deposit of
indemnity by way of bond or otherwise, in such form and amount and with such surety or sureties as the Board
of Directors may require, to indemnify the corporation against loss or liability by reason of the issuance of
such new certificates.

         Section 4. Record Date.  In lieu of closing the books of the corporation, the Board of Directors may
fix in advance a date, not exceeding fifty days nor less than ten days, as the record date for the
determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or
to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled
to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action.


                                                  ARTICLE VI

                                                 MISCELLANEOUS

         Section 1. Dividends.  Subject to the applicable provisions of the Articles and/or Certificate of
Incorporation, the Board of Directors may declare dividends from time to time upon the capital stock of the
corporation from the surplus or net profits available therefor.

         Section 2. Fiscal Year.  The fiscal year of the corporation shall begin on the last day of October
in each calendar year and end on the 30th day of September of the next succeeding calendar year.

         Section 3. Checks, Notes, etc.. Checks, notes, drafts, bills of exchange and orders for the payment
of money shall be signed or endorsed in such manner as shall be determined by the Board of Directors.

         The funds of the corporation shall be deposited in such bank or trust company, and checks drawn
against such funds shall be signed in such manner, as may be determined from time to time by the Board of
Directors.

         Section 4. Notice and Waiver of Notice.  Any notice required to be given under these By-Laws may be
waived by the person entitled thereto, in writing, by telegram, cable or radiogram, and the presence of any person
at a meeting shall constitute waiver of notice thereof as to such person.

         Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless
expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing it in
a post office or post box in a sealed postpaid wrapper, addressed to such shareholder, officer or director,
at such address as appears on the books of the corporation, and such notice shall be deemed to have been
given on the day of such deposit.


                                                  ARTICLE VII

                                         INDEMNIFICATION AND INSURANCE

         Section 1. Indemnification.  Any person made a party to an action or proceeding, by reason of the
fact that he, his testator or intestate, is or was a director or officer of the corporation, or of any other
corporation, domestic or foreign, which he, his testator or intestate served in any capacity at the request
of the corporation, shall be indemnified by the corporation against the expenses (including attorney's fees,
judgments, fines and amounts paid in settlement) actually incurred by him as a result of such action or
proceeding, or any appeal therein, to the full extent permissible.

         Section 2. Insurance.  The corporation may purchase and maintain insurance to indemnify the
corporation and the directors and officers to the extent permitted.


                                                 ARTICLE VIII

                                                  AMENDMENTS

         Section 1. As provided in the Articles of the Company, authority to make, alter, amend and repeal
the By-Laws of the Company is expressly vested in the Board of Directors, subject to the power of the
shareholders to change or repeal such By-Laws.
EX-99 11 ex99-9.htm 99-9 Ex99-9 to 2003 Form U5S

Ex99-9

                                                      BY-LAWS

                                                        OF

                                                HORIZON POWER, INC.


                                                     ARTICLE I

                                             Meetings of Shareholders

                  Section 1.        Annual Meeting.  The  annual  meeting  of the  shareholders  shall be held each
year at a time and place to be designated by the President of the Corporation.

                  Section 2.        Special Meetings.  Special  Meetings  of  shareholders  may be called at any time
by a majority of the  Directors,  the  President of the  Corporation  or the holders of not less than 25 percent of
all of the shares entitled to vote at a meeting.

                  Section 3.        Notice.   The  Secretary  shall give written  notice,  personally  or by
mail,  to all  shareholders  of record of the holding of any  regular or special  meeting of  shareholders.  Notice
shall be given  personally  or by first class mail not fewer than ten nor more than fifty days prior to the date of
the meeting or by  third-class  mail not fewer than  twenty-four  nor more than fifty days prior to the date of the
meeting.  No notice  shall be  required  in the case of any  shareholder  who waives the same in writing or attends
the meeting  without  protesting  prior to its  conclusion  the lack of notice.  Notice of a special  meeting shall
state the purpose for which the meeting is called.

                  Section 4.        Quorum and Vote.  The  presence  in  person  or  by  proxy  of  holders  of  the
majority of outstanding  stock  entitled to vote shall be necessary to constitute a quorum.  The  affirmative  vote
of a  majority  of the votes  cast at a meeting  shall be the act of the  shareholders,  provided  that a quorum is
present at such  meeting  and that the vote of a greater or lesser  number of shares is not  required  by law or by
the certificate of incorporation.

                  Section 5.        Adjourned Meetings.    In case a quorum  shall  not be  present  at
any duly called  meeting,  the majority of those  present may adjourn the meeting  from time to time not  exceeding
thirty days at any one time until a quorum  shall be present and the business of the meeting  accomplished;  and of
such adjourned meeting, no notice need be given except as required by law.

                  Section 6.        Written Consent of Shareholders.   Whenever   shareholders   are   required  or
permitted  to take any action by vote,  such  action may be taken  without a meeting  on written  consent,  setting
forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.


                                                    ARTICLE II

                                                     Directors

                  Section 1.   Number.  The number of Directors of the  Corporation  shall be such number,  but
not less than three,  as is fixed from time to time by the Board of  Directors  by vote of a majority of the entire
Board,  except that when there are fewer than three  shareholders,  the number of Directors may be less than three,
but not less than the  number  of  shareholders.  The  "entire  Board"  means the  total  number of  Directors  the
Corporation  would have if there were no vacancies.  Until further action by the Board of Directors,  the number of
Directors shall be three.

                  Section 2.    Election.    The  Directors  shall be  chosen at the  annual  shareholders'
meeting by a plurality of the votes cast, and each of such  Directors  shall serve until the next annual meeting of
shareholders  and until such  Director's  successor has been elected and  qualified.  Any vacancy  occurring in the
Board of  Directors by reason of death,  resignation,  removal  (with or without  cause) or  disqualification  of a
Director or  increase in the number of  Directors,  or for any other  reason,  shall be filled by a majority of the
Directors  remaining;  and such Director shall serve until the next annual meeting of  shareholders  and until such
Director's  successor  is  elected.  A  Director  need not be a  shareholder.  The  Directors  may elect from their
number a Chairman.

                  Section 3.     Quorum.   A majority  of the entire  Board of  Directors  shall be  necessary  to
constitute  a quorum  unless  the number of  Directors  in office is less than a quorum,  in which  event any newly
created directorship and any vacancy may be filled by the affirmative vote of one of the Directors then in office.

                  Section 4.    Meetings.    Meetings  of the  Board  of  Directors  will be held  upon the
call of and at such times and places as are  designated by the President or the  Secretary;  and such call shall be
issued  whenever  requested  in writing by any two  Directors.  Meetings may be held outside the State of New York.
Notice of each  meeting  shall be by telegram or by any written  communication,  but no notice shall be required in
the case of any  Director  who waives the same or attends the meeting.  If such notice is served  personally  or by
telegram,  it must be so served not less than two days prior to the meeting;  and, if mailed, it must be mailed not
less than five days prior to the meeting.

                                    Any  one  or  more  members  of  the  Board,  or  any  committee  thereof,  may
participate  in a meeting of such Board or committee by means of a conference  telephone or similar  communications
equipment  allowing  all persons  participating  in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at a meeting.

                  Section 5.        Written Consent of Directors.   Any action  required  or  permitted
to be taken by the Board of Directors or any  committee  thereof,  may be taken without a meeting if all members of
the Board or of the committee  consent in writing to the adoption of the  resolution  authorizing  the action.  The
resolution  and the  written  consent  thereto  by the  members of the Board or  committee  shall be filed with the
minutes of the proceeding of the Board or committee.

                  Section 6.        Removal of Directors.    Any   Director   may  be  removed   with  or
without cause at any time by the vote of  shareholders  holding a majority of shares  entitled to vote thereon at a
meeting of shareholders.

                  Section 7.        Committees of the Board.  The Board of Directors,  by  resolution  adopted by a
majority of the entire Board,  may designate  from among its members an executive  committee and other  committees,
each  consisting of three or more Directors and each of which,  to the extent  provided in such  resolution and not
prohibited by law, shall have the authority of the Board.  Each such  committee  shall serve at the pleasure of the
Board.  The necessary  notice of meetings of each such  committee,  and procedure  thereat,  shall be in accordance
with the resolution appointing the same or, if not so provided, as determined by each such committee itself.


                                                    ARTICLE III

                                               Procedure at Meetings

                  The order of  business  and all other  matters of  procedure  at any meeting of  shareholders  or
Directors,  unless  determined at the meeting itself by majority vote, shall be determined by the person presiding,
who shall be the  President  or, in his  absence,  such other  officer or Director as shall be chosen by a majority
vote at such meeting.


                                                    ARTICLE IV

                                                     Officers

                  Section 1.        Election.  The  Corporation  shall  have  such  officers  as the Board of
Directors may elect, which may include a President, Vice President,  Secretary,  Treasurer, and such other officers
as the Board of Directors  shall deem  appropriate.  Such officers shall serve at the pleasure of the Directors and
shall receive compensation to be determined by the Board.

                  Section 2.        President.   The  President  shall be the chief  executive  officer  of the
Corporation.  The  President  shall  have  supervision  and  control  of  the  management  of the  business  of the
Corporation,  shall  have  authority  to fix  compensation  of all  employees  of the  Corporation  other  than the
officers,  shall be  generally in charge of all the affairs of the  Corporation,  and shall see that all orders and
resolutions of the Board are carried into effect.

                  Section 3.        Vice President.  The Vice  President or, if more than one, the Vice  Presidents
in the order  determined by the Board,  in the absence or incapacity of the President,  shall perform the duties of
that officer; and shall perform such duties as the Board and the President may from time to time prescribe.

                  Section 4.        Secretary.    The  Secretary  shall  have  custody  of  the  minutes  of the
Corporation,  have charge of the certificate book and shall perform the other duties  customarily  performed by the
Secretary of a corporation.

                  Section 5.        Treasurer.    The  Treasurer  shall  maintain the  financial  records of the
Corporation and perform the other duties customarily performed by the Treasurer of a corporation.


                                                     ARTICLE V

                                     Indemnification of Directors and Officers

                  Section 1.        Indemnification.  The  Corporation  shall  indemnify to the broadest and maximum
extent  permitted by the New York Business  Corporation Law, as the same exists on the date of the adoption of this
Article or to the greater  extent  permitted by any amendment of that Law (the intent being to provide the greatest
of those  indemnification  rights  permitted  by that Law at any time from the time of the act or omission  through
the final  disposition  of the  action)  any person  ("Indemnitee")  made or  threatened  to be made a party to any
action or proceeding,  whether civil, criminal,  administrative or investigative,  including an action by or in the
right of any other  corporation,  partnership,  joint venture,  trust,  employee  benefit plan or other  enterprise
which any  Director or officer of the  Corporation  served in an capacity  at the  request of the  Corporation,  by
reason of the fact that such person is or was a Director or officer of the  Corporation  or is or was serving  such
other  enterprise  at the  request of the  Corporation;  provided,  however,  that the  Corporation  shall  provide
indemnification  in connection  with any such action or proceeding  initiated by an Indemnitee  only if such action
or proceeding was authorized by the Board of Directors.

                  Section 2.        Advances.   Expenses  incurred by any  Indemnitee  in  defending an action
or proceeding  shall be paid by the  Corporation  in advance of the final  disposition of such action or proceeding
upon  receipt  of an  undertaking  by or on behalf  of an  Indemnitee  to repay the  expenses  so  advanced  by the
Corporation to the extent they exceed the  indemnification  to which the Indemnitee is entitled.  Unless  otherwise
required  by law,  such  Indemnitee  shall not be  required as a condition  of  obtaining  advancement  of expenses
hereunder  to  show  that  the  Indemnitee  has  met  the  applicable  standard  of  conduct  provided  by law  for
indemnification in connection with such action or proceeding.

                  Section 3.        Inurement.   The rights of  indemnification  and  advancement  of  expenses
provided  for in this  Article  shall inure to the benefit of the  Indemnitee's  legal  representatives,  heirs and
distributees.

                  Section 4.        Insurance.     The  Board  of  Directors  of  the  Corporation  may,  in  its
discretion,  authorize the  Corporation to purchase and maintain  insurance to indemnify  itself for any obligation
that it incurs as a result of the  indemnification  of any Indemnitee or to indemnify any Indemnitee to the fullest
extent permitted by law.

                  Section 5.        Interpretation.    To the extent  permitted  under  applicable  law, the
rights of  indemnification  and  advancement  of expenses  provided in this  Article  (a) shall be  available  with
respect  to events  occurring  prior to the  adoption  of this  Article,  (b)  shall  continue  to exist  after any
rescission or restrictive  amendment of this Article with respect to events  occurring  prior to such rescission or
amendment,  (c) shall be  interpreted on the basis of applicable law in effect at the time of the occurrence of the
event or events  giving rise to the action or  proceeding  or, at the sole  discretion  of the  Indemnitee  (or, if
applicable,  at the sole discretion of the heirs,  distributees or legal representatives of such Indemnitee seeking
such  rights),  on the basis of  applicable  law in effect at the time such  rights are claimed and (d) shall be in
the nature of contract  rights that may be enforced in any court of competent  jurisdiction  as if the  Corporation
and the Indemnitee were parties to a separate written agreement.

                  Section 6.        Other Rights.  The rights of  indemnification  and  advancement  of  expenses
provided  in this  Article  shall not be deemed  exclusive  of any other  rights to which any  Indemnitee  or other
person may now or hereafter be otherwise  entitled,  whether contained in the Certificate of  Incorporation,  these
By-Laws, a resolution of the Board of Directors or an agreement  providing for such  indemnification,  the creation
of such other rights being hereby  expressly  authorized.  Without  limiting the generality of the  foregoing,  the
rights of  indemnification  and advancement of expenses  provided in this Article shall not be deemed  exclusive of
any rights,  pursuant to statute or  otherwise,  of any  Indemnitee  or other person in any action or proceeding to
have assessed or allowed in his or her favor,  against the Corporation or otherwise,  his or her costs and expenses
incurred therein or in connection therewith or any part thereof.

                  Section 7.        Notice to Shareholders.   If any  action  with  respect to  indemnification  of
Directors and officers is taken by way of payment of  indemnification,  amendment of these  By-Laws,  resolution of
Directors or by agreement,  then the  Corporation  shall,  not later than the next annual meeting of  shareholders,
unless such meeting is held within three months from the date of such  action,  and, in any event,  within  fifteen
months  from the date of such  action,  mail to its  shareholders  of record at the time  entitled  to vote for the
election of Directors a statement specifying the action taken.

                  Section 8.        Severability.  If  this   Article   or  any   part   hereof   shall  be  held
unenforceable  in any  respect by a court of  competent  jurisdiction,  it shall be deemed  modified to the minimum
extent necessary to make it enforceable, and the remainder of this Article shall remain fully enforceable.


                                                    ARTICLE VI

                                              Certificates for Shares

                  Section 1.        General Requirements.   Certificates  representing  shares or  fractions of a
share of the  Corporation  shall be bound in a book,  shall be numbered and issued in consecutive  order,  shall be
signed by the Chairman of the Board of  Directors,  President or Vice  President  and the  Secretary or  Treasurer,
under the  Corporation's  seal; and in the stub of each certificate  shall be entered the name of the person owning
the shares  represented  thereby,  the number of such shares and the date of issue. All  certificates  exchanged or
returned to the Corporation shall be marked cancelled,  with the date of cancellation,  by the Secretary, and shall
be immediately attached to the stubs in the certificate books from which they were detached when issued.

                  Section 2.        Lost Certificates.     The  Board  of  Directors  may  direct  a  new  share
certificate to be issued in place of any  certificate  previously  issued by the  Corporation  alleged to have been
lost,  destroyed or  wrongfully  taken,  upon the making of an  affidavit  of that fact by the person  claiming the
certificate  to be lost,  destroyed  or  wrongfully  taken.  As a  condition  of  authorizing  such  issue of a new
certificate,  the Board of  Directors  may,  in its  discretion,  require  the  owner of such  lost,  destroyed  or
wrongfully taken certificate,  or the owner's legal  representative,  to give the Corporation a bond in such sum as
it may  direct as  indemnity  against  any claim  that may be made  against  the  Corporation  with  respect to the
certificate alleged to have been lost, destroyed or wrongfully taken.


                                                    ARTICLE VII

                                                    Amendments

                  These  By-Laws  and any  hereafter  adopted  may be added to,  amended,  altered or repealed by a
majority  of the votes cast at a duly held  meeting of  shareholders  by the  holders  of shares  entitled  to vote
thereto.  Subject to any  restrictions  imposed by  shareholders,  these By-Laws and any  hereafter  adopted may be
added to,  amended,  altered  or  repealed  by a vote of the  majority  of the  Directors  present at any duly held
meeting.
EX-99 12 ex99-10.htm 99-10 Ex99-10 to 2003 Form U5S

Ex99-10

                                                                       Amended 10/8/97
                                                                       Amended 3/13/98
                                                                       Amended 5/19/98
                                                                       Amended 6/19/98
                                                                       Amended 8/24/99
                                                                       Amended 3/28/03


                                                      BY-LAWS
                                                        OF
                                                UPSTATE ENERGY INC.


                                                     ARTICLE I

                                                      OFFICES

         Section 1.  Principal Office.  The principal office of this corporation shall be in the City of Buffalo,
State of New York.

         Section 2.  Other Offices.  The corporation may have such other offices and places of business, within
or without the State of New York, as may be determined by the Directors.


                                                    ARTICLE II

                                                   SHAREHOLDERS

         Section 1.  Place of Meetings.  Meetings of the shareholders may be held at such place or places, within
or without the State of New York, as shall be fixed by the President and stated in the notice of the meeting.

         Section 2.  Annual Meeting.  The annual meeting of shareholders for the election of Directors and the
transaction of such other business as may properly come before the meeting shall be held on such business day and
time as the President shall designate.

         Section 3.  Notice of Annual Meeting.  Written notice of the annual meeting shall be given to each
shareholder entitled to vote, at least ten (10) days but no more than fifty (50) days prior to the meeting.

         Section 4.  Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be
called by the President or Board of Directors and must be called by the President or Secretary upon receipt by
either of them of the written request of the holders of twenty-five (25) percent of the stock then outstanding
and entitled to vote.

         Section 5.  Notice of Special Meeting.  Written notice of a special meeting, stating the time, place and
purpose or purposes thereof, shall be given to each shareholder entitled to vote, at least ten (10) days but no
more than fifty (50) days prior to the meeting.  The notice shall also be set forth at whose direction it is
being issued.

         Section 6.  Quorum.  At any meeting of the shareholders, the holders of record of a majority of the
shares of stock then entitled to vote shall constitute a quorum for all purposes, except as otherwise provided by
law or the Certificate of Incorporation.

         Section 7.  Voting.  Except as may be otherwise provided by the Certificate of Incorporation, at each
meeting of the shareholders, every holder of stock then entitled to vote may vote in person or by proxy and shall
have one vote for each share registered in his name.

         Section 8.  Adjourned Meetings.  Any meeting of shareholders may be adjourned to a designated time and
place by a vote of a majority in interest of the shareholders present in person or by proxy and entitled to vote,
even though less than a quorum is so present.  No notice of such an adjourned meeting need be given, other than
by announcement at the meeting, and any business may be transacted which might have been transacted at the
meeting as originally called.

         Section 9.  Action by Written Consent of Shareholders.  Whenever by any provision of statute or of the
Certificate of Incorporation or of these By-Laws, shareholders are required or permitted to take any action by
vote, such action may be taken without a meeting on written consent setting forth the action so taken, signed by
the holders of all outstanding shares entitled to vote thereon.

         Section 10.  Appraisal Rights.  If, at any meeting, action is proposed to be taken which would, if
taken, entitle shareholders to receive payment for shares, the notice of such meeting shall include a statement
of that purpose and to that effect.

                                                    ARTICLE III

                                                     DIRECTORS

         Section 1.  Number.  The number of Directors of the corporation shall be one (1), who shall hold office
for one year and/or until their successors are elected and qualify.  Directors shall be elected at the annual
meetings of shareholders.  The number of Directors may be increased or decreased from time to time by amendment
to these By-Laws made by a majority of the Board of Directors or by the shareholders.  Directors need not be
shareholders.

         Section 2.  Powers.  The Board of Directors may adopt such rules and regulations for the conduct of
business of its meetings, the exercise of its powers and the management of the affairs of the corporation as it
may deem proper, not inconsistent with the laws of the State of New York, the Certificate of Incorporation or
these By-Laws.

         In addition to the powers and authorities by these By-Laws expressly conferred upon it, the Board of
Directors may exercise all such powers of the corporation and do such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done
by the shareholders.

         Neither the Board of Directors nor any Director who is not an officer shall have (i) any day-to-day
duties or responsibilities for planning, directing, organizing or carrying out gas-related operations, including
gas transportation, gas sales or gas marketing activities, or (ii) any duties involving day-to-day gas
purchasing, marketing, sales, transportation, operations, dispatching, storage or related activities.  No
Director who is an officer, operating employee or non-operating employee of a "natural gas company" (as defined
in the federal Natural Gas Act of 1938, as amended) shall disclose to any Director, officer, operating employee,
non-operating employee, contractor, agent or representative of the corporation either:

         any information received by such natural gas company
         from a nonaffiliated shipper or potential nonaffiliated
         shipper; or

         any information related to transportation (including
         storage, exchange, backhaul, displacement or other
         methods of transportation) of natural gas, unless such
         natural gas company provides that information
         contemporaneously to all shippers, affiliated and
         nonaffiliated, on its system.

         Section 3.  Meeting, Quorum, Meeting by Telephone, Action Without Meeting.  Meetings of the Board of
Directors may be held at any place, either within or without the State of New York, provided a quorum be in
attendance.  Except as may be otherwise provided by the Certificate of Incorporation or by the corporate laws of
the State of New York, a majority of the Directors in office shall constitute a quorum at any meeting of the
Board and the vote of a majority of a quorum of Directors shall constitute the act of the Board.

         The Board of Directors may hold an annual meeting, without notice, immediately after the annual meeting
of the shareholders.  Regular meetings of the Board of Directors may be held without notice at such time and at
such place as shall from time to time be determined by the Board of Directors.  The Chairman of the Board (if
any) or the President or Secretary may call, and at the request of any two Directors must call, a special meeting
of the Board of Directors by appropriate notice.  Five days' notice is required when given personally or by
telegraph, cable or facsimile transmission to each Director.

         Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting
of such Board or any Committee by means of a conference telephone or similar communication equipment allowing all
persons participating in the meeting to hear each other at the same time.  Participation by such means shall
constitute presence in person at a meeting.

         Any action required or permitted to be taken by the Board of Directors or any Committee thereof may be
taken without a meeting if all members of the Board or the Committee consent in writing to the adoption of a
resolution authorizing the action.  The resolution and the written consents thereto by the members of the Board
or Committee shall be filed with the minutes of the proceedings of the Board or Committee.

         Section 4.  Resignation, Vacancies, Removal.  Any Director may resign at any time by giving written
notice to the President or the Secretary.  Such resignation shall take effect at the time stated therein.  Except
as otherwise provided in the Certificate of Incorporation or in the following paragraph, vacancies occurring in
the membership of the Board of Directors, from whatever cause arising, may be filled by a majority vote of the
remaining Directors, though less than a quorum.

         Any one or more of the Directors may be removed for cause by action of the Board of Directors taken by a
vote of a majority of all Directors then in office at any regular or special meeting of the Board.

         Section 5.  Committees.  The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate from its members an Executive Committee or other committee or committees, each consisting of
three or more members, and each of which shall have such powers and authority (to the extent permitted by law) as
may be provided in said resolution.

         Section 6.  Compensation.  Directors, as such, shall not receive any stated salary for their services,
but by resolution of the Board of Directors a fixed fee and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board or of any committee of the Board, provided that
nothing herein contained shall be construed to preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.


                                                    ARTICLE IV

                                                     OFFICERS

         Section 1.  Executive Officers.  The executive officers of the corporation shall be a President, one or
more Vice-Presidents, a Treasurer and a Secretary, each of whom shall be elected annually by the Directors and
shall hold office for such term as may be prescribed by the Board.  All vacancies occurring among any of the
offices may be filled by the Board of Directors or, in its discretion, the Board may leave unfilled at its
pleasure any of the foregoing offices except the offices of President, Treasurer and Secretary.  Any officer may
be removed at any time with or without cause by the Board of Directors.

         Section 2.  Other Officers.  The Board of Directors may appoint such other officers and agents with such
powers and duties as it shall deem necessary.

         Section 3.  The President.  The President shall, in the absence or non-election of a Chairman of the
Board, preside at all meetings of the shareholders and Directors and perform such other duties as from time to
time may be assigned to him by the Board of Directors.  The President shall be the Chief Executive Officer of the
corporation and shall perform all of the duties of the Chairman of the Board as well as those of President.

         Section 4.  The Vice-President.  The Vice-President, or if there be more than one, the Vice-Presidents
(who may have such designations, if any, as the Board of Directors may determine), in the order of their
seniority or in any other order determined by the Board shall, in the absence or disability of the President,
exercise the powers and perform the duties of the President, and each Vice-President shall exercise such other
duties as may be prescribed by the President or the Board.

         Section 5.  The Treasurer.  The Treasurer shall have custody of all funds, securities and other valuable
effects of the corporation; he shall receive and give receipts and acquittances for moneys paid in on account of
the corporation; he shall deposit all moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors; he shall pay out of the funds on
hand all bills, payrolls and other just debts of the corporation, of whatever nature, upon maturity; he shall
enter regularly, in books to be kept by him for that purpose, full and accurate accounts of all moneys received
and paid out by him on account of the corporation; and he shall perform all other duties incident to the office
of Treasurer and as may be prescribed by the Board.

         Section 6.  The Secretary.  The Secretary shall keep the minutes of all proceedings of the Board of
Directors and of the shareholders; he shall attend to the giving and serving of all notices to the shareholders
and Directors or other notice required by law or by these By-Laws; he shall affix the seal of the corporation to
deeds, contracts and other instruments in writing requiring a seal, when duly signed on behalf of the
corporation; he shall have charge of the certificate books and stock books and such other books and papers as the
Board may direct; and he shall perform all other duties incident to the office of Secretary as the Board may
prescribe.


                                                     ARTICLE V

                                                   CAPITAL STOCK

         Section 1.  Form and Execution of Certificates.  Certificates of stock shall be in such form as required
by the laws of the State of New York and as shall be adopted by the Board of Directors.  They shall be numbered
and registered in the order issued, shall be signed by the President or a Vice-President and by the Secretary or
the Treasurer and shall be sealed with the corporate seal or a facsimile thereof.  If such a certificate is
countersigned by a transfer agent or registered by a registrar, the signatures of any such officers may be
facsimile.

         Section 2.  Transfer.  Transfer of shares shall be made only upon the books of the corporation by the
registered holder in person or by attorney, duly authorized, and upon surrender of the certificate or
certificates for such shares duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer.  A record shall be made of each transfer, and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry of the transfer on the record of
shareholders of the corporation.

         Section 3.  Lost or Destroyed Certificates.  The holder of any certificate representing shares of stock
of the corporation may notify the corporation of any loss, theft or destruction thereof, and the Board of
Directors may thereupon, in its discretion, cause a new certificate for the same number of shares, to be issued
to such holder upon satisfactory proof of such loss, theft or destruction, and the deposit of indemnity by way of
bond or otherwise, in such form and amount and with such surety or sureties as the Board of Directors may
require, to indemnify the corporation against loss or liability by reason of the issuance of such new
certificates.

         Section 4.  Record Date.  In lieu of closing the books of the corporation, the Board of Directors may
fix in advance a date, not exceeding fifty days nor less than ten days, as the record date for the determination
of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any
proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any other action.


                                                    ARTICLE VI

                                                   MISCELLANEOUS

         Section 1.  Dividends.  Subject to the applicable provisions of the Certificate of Incorporation, the
Board of Directors may declare dividends from time to time upon the capital stock of the corporation from the
surplus or net profits available therefor.

         Section 2.  Fiscal Year.  The fiscal year of the corporation shall begin on the 1st day of October in
each calendar year and end on the 30th day of September of the next succeeding calendar year.

         Section 3.  Checks, Notes, etc.  Checks, notes, drafts, bills of exchange and orders for payment of
money shall be signed or endorsed in such manner as shall be determined by the Board of Directors.

         The funds of the corporation shall be deposited in such bank or trust company, and checks drawn against
such funds shall be signed in such manner as may be determined from time to time by the Board of Directors.

         Section 4.  Notice and Waiver of Notice.  Any notice required to be given under these By-Laws may be
waived by the person entitled thereto, in writing, by telegram, cable, facsimile transmission or radiogram, and
the presence of any person at a meeting shall constitute waiver of notice thereof as to such person.

         Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless
expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing it in a
post office or post box in a sealed postpaid wrapper, addressed to such shareholder, officer or director, at such
address as appears on the books of the corporation, and such notice shall be deemed to have been given on the day
of such deposit.


                                                    ARTICLE VII

                                           INDEMNIFICATION AND INSURANCE

         Section 1.  Indemnification.  Any person made a party to an action or proceeding, by reason of the fact
that he, his testator or his intestate is or was a director or officer of the corporation, or of any other
corporation, domestic or foreign, that he, his testator or intestate served in any capacity at the request of the
corporation, shall be indemnified by the corporation against the expenses (including attorney's fees, judgments,
fines and amounts paid in settlement) actually incurred by him as a result of such action or proceeding, or any
appeal therein, to the full extent permissible.

         Section 2.  Insurance.  The corporation may purchase and maintain insurance to indemnify the corporation
and the directors and officers to the extent permitted.


                                                   ARTICLE VIII

                                                    AMENDMENTS

         Section 1.  The authority to make, alter, amend or repeal these By-Laws is expressly vested in the Board
of Directors, subject to the power of the shareholders to change or repeal such By-Laws.
EX-99 13 ex99-11.htm 99-11 Ex99-11 to 2003 Form U5S

Ex99-11

                                        CORPORATE ACCESS NUMBER: 209540673



                                                      Alberta


                                             BUSINESS CORPORATIONS ACT



                                                    CERTIFICATE


                                                        OF


                                                     AMENDMENT


                                               PLAYER RESOURCES LTD.
                           CHANGED ITS NAME TO SENECA ENERGY CANADA INC. ON 2003/09/01.


                                                                                 [GRAPHIC OMITTED
                                                                                  Registrar of
                                                                                  Corporations Seal]




Business Corporations Act                                            ARTICLES OF AMENDMENT
(Alberta)

Section 27 or 1 73


     Name of Corporation:                                          2. Corporate Access Number:

           PLAYER RESOURCES LTD.                                           209540673

3.       The Articles of the above mentioned Corporation are amended as follows:

     Pursuant to Section 173(1)(a) of the Business Corporations Act (Alberta), Item 1 of the Articles of the
     Corporation be and is hereby amended by changing the name of the Corporation from PLAYER RESOURCES LTD. to:



                                             SENECA ENERGY CANADA INC.








                                                                       Transmitted to Alberta Corporation Registry
                                                                       On September 1, 2003 by
                                                                       Gowling Lafleur Henderson LLP Service Provider
                                                                       /s/
                                                                       Accredited Person




4. Date                                            Signature           Title


          September 1, 2003                  /s/                       Telephone Number
                                                                       298-1059



This information is being collected for purposes of corporate registry records in accordance with the Business
Corporations Act.  Questions about the collection of this information can be directed to the Freedom of
Information and Protection of Privacy Co-ordinator for Alberta Registries, Research and Program Support, 3rd
Floor, Commerce Place, 10155 - 102 Street, Edmonton.  Alberta T5J 4L4, (780) 422-7330,







         #961434vl









EX-99
14
ex99-12.htm
99-12



Ex99-12 to 2003 Form U5S




Ex99-12






                                              Articles of Association

                                                        of

                                                "SOFIA ENERGY" EAD

                                                JOINT-STOCK COMPANY







Adopted by the Single Founder, namely HORIZON ENERGY BULGARIA EOOD by
the Memorandum of Association done on 7 July 2003.  .









I. GENERAL PROVISIONS

                                                      Status

         Art. 1. (1) On this 7th day of July 2003 in Sofia a joint-stock company, Sofia Energy EAD (hereinafter,
the "Company"), was founded as a single-member company.
         (2) The Company is incorporated for an indefinite term.  The Company is a legal entity distinct from its
shareholder(s).  The Company shall be liable for its debts with its assets. The Company shall not be liable for
the debts and obligations of its shareholder(s) and its shareholder(s) shall not be liable for the Company's
obligations, save up to the value of his/her/its/their contributions unpaid, if any, against the shares
subscribed.
         (3) The affairs of the Company shall be run in compliance with the laws of Bulgaria in effect, this
Articles, and in accordance with the resolutions of the General Meeting of Shareholders of the Company.

                                                   Business name

         Art. 2. (1) The business name of the Company shall be "Copur Ehbpdchcu" EAII and shall be spelled in
English as "Sofia Energy" EAD.
         (2) The business name, the seat and address of the head office, the court where the Company is
registered and the registration number, as well as a bank account of the Company shall be always disclosed in the
business correspondence of the Company.

                                     Company's seat and headquarters' address

         Art. 3. The Company's seat shall be in the city of Sofia, Triaditsa Region, and its headquarters'
address shall be: 16 Vitosha blvd., 1st floor, apartment 2, Triaditsa Region, 1000 Sofia, Bulgaria.

                                     Scope of business and powers to transact

         Art. 4. (1) The Company's scope of business shall include: researches on the possibilities for
development of energy projects, as well as any other activities permitted under the Bulgarian laws in effect,
subject to compliance with any licensing, registration or other requirements that may be in place.
         (2) The Company shall have full legal powers to transact and perform activity as a joint-stock company
under Bulgarian law.


      II. SHARE CAPITAL. SHARES AND SHARE CERTIFICATES. ALTERATION OF THE SHARE CAPITAL. ADDITIONAL CAPITAL.
                                            REACQUISITION OF OWN SHARES

                                                   Share capital

         Art. 5. The Company's share capital with which it shall be registered and which is fully subscribed is
BGN 50,000 (fifty thousand leva).

                                                Shares and classes

         Art. 6. (1) The Company's share capital shall be divided into 500 (five hundred) shares with a nominal
value of BGN 100 each.
         (2) All shares shall form one class of ordinary registered shares, and each share shall bear rights
equal to those borne by any other share. No bearer shares shall be issued.

                                 Share certificates and interim share certificates

         Art. 7. (1) The Company's shares may be issued in share certificates for 1, 10 or 100 shares.  Share
certificates shall be issued in accordance with the legislation in force.
         (2) Until the Company is incorporated through registration, and until share certificates shall be
issued, each shareholder shall be entitled to receive, as proof of his/her/its shareholding and as document
necessary for the exercise of shareholder rights, an interim share certificate for the shares held.  The interim
share certificate shall be signed by one of the members of the Board of Directors, as shall be designated by the
Board of Directors, and shall be stamped with the stamp of the Company.
         (3) Each interim certificate shall indicate the number and the nominal value of the shares subscribed,
and the contributions made for the shares subscribed.

                                           Increase of the share capital

         Art. 8. (1) The registered capital of the Company may be increased in accordance with the procedures and
requirements of the applicable legislation.

                                          Right as to newly issues shares

                  Art. 9. Each shareholder shall be entitled to subscribe, as at share capital increase, a
proportion of the newly issued shares that corresponds to his/her/its shareholding prior to the share capital
increase.  This pre-emptive right can only be waived where allowed by the laws in force, and cannot be waived if
the capital increase is through retained earnings.

                                          Reduction of the share capital

         Art. 10. The share capital of the Company may be reduced in compliance with the procedures required
under the laws in force.

                                                Additional capital

         Art. 11. The General Meeting may resolve to form an additional capital, which shall not be subject to
registration with the court, and shall be used as may be designated in the resolution for its creation and in
accordance with applicable company and accounting legislation.

                                    Reacquisition of own shares by the Company

         Art. 12. The Company may reacquire the shares it has issued, upon resolution of the General Meeting of
Shareholders adopted by majority of the shares represented, and in accordance with the requirements and
procedures provided for in the laws in effect.

         III. SHAREHOLDERS. RIGHTS AND OBLIGATIONS OF THE SHAREHOLDERS. RESTRICTIONS ON TRANSFER OF SHARES

                                               Shareholders' rights

         Art. 13. (1) Each share shall entitle its holder to one vote at the General Meeting, to dividends and to
liquidation proceeds on termination, in proportion to its nominal value.
         (2) The right to vote shall not be exercisable unless 25 per cent of the issue value of the share have
been paid-up and no penalty interest has been accrued for late payment under  Art. 14 below.

                                              Payment for the shares

         Art. 14. (1) A payment of 25 per cent of the issue value of each share should be made by its holder
immediately after its subscription, unless otherwise resolved by the founder(s), respectively by the General
Meeting, and the remaining 75 per cent shall be paid up within two years as of the registration of the Company,
respectively of the share capital increase.
         (2) Failure to contribute amounts due on the shares shall entitle the Company to claim interest at 5 per
cent per annum on the unpaid amounts, this interest to accrue after the Board of Directors have called the
payment of such amounts.

         Art. 15. Any benefits, that may derive from the payments made for shares subscribed (such as interest or
foreign exchange gains) until the Company, respectively the increase of its capital, shall have been registered,
shall belong to the shareholder who/which has made the payment, and the Company shall be obligated to repay such
benefits.

                                                Transfer of shares

         Art. 16.Any transfer of shares from the share capital of the Company shall be made in accordance with
the laws in effect.

                                                  IV. MANAGEMENT

                                               Bodies of the Company

         Art. 17. The Company shall have the following bodies:
         1. General Meeting of Shareholders ("the General Meeting"); and
         2. Board of Directors (the "Board").

                                                  General Meeting

         Art. 18. (1) The General Meeting shall consist of all shareholders entitled to a vote.
         (2) Shareholders may attend the General Meeting either personally, or by a proxy.  The proxy shall
always be appointed in a written form. The written instrument of authorisation shall be deposited and kept in the
Company.
         (3) The members of the Board of Directors shall be free to attend the General Meeting but shall not be
entitled to a vote, unless they are shareholders.
         (4) The chairman of the Board of Directors shall be a chairman of the General Meeting. In case of
absence of the chairman of the Board of Directors, the General Meeting shall be chaired by a person, appointed by
the same General Meeting.
         (5) The General Meeting shall elect a secretary to keep the minutes of the General Meeting and the
register of members, as well as any other documentation in relation to the General Meetings' holding, and to
personally verify the proceedings of the Company's bodies.

                                         Competence of the General Meeting

         Art. 19. (1) The General Meeting shall be empowered to:
              1.   Amend the Articles of Association;
              2.   Increase and reduce the share capital of the Company;
              3.   Reorganise and terminate the Company;
              4.   Elect and release the members of the Board of Directors, the Company's Secretary, and determine their
                   remuneration;
              5.   Appoint and release a certified public accountant or audit firm;
              6.   Approve the Company's annual financial statements after their certification by the certified public
                   accountant or audit firm;
              7.   Resolve on the issuance of debentures;
              8.   Resolve on the creation of additional capital;
              9.   Appoint liquidators upon termination of the Company, except in the case of bankruptcy;
              10.  Discharge the members of the Board of Directors from liability;
              11.  Resolve on the reacquisition of own shares;
              12.  Resolve on any other matter reserved for its competence by virtue of a law and/or the Articles.
         (2) The General Meeting shall resolve on the above items in accordance with the provision of Art. 25 of
the Articles.

                                         Sessions of the General Meeting.
                                                   Convocation.

         Art. 20. (1) The General Meeting shall be held at least once a year at the Company's seat.
         (2) The General Meeting shall be convened by the Board of Directors. It may also be convened by motion
from the Company's shareholders as provided for in Art. 223. (2) of the Commerce Act.
         (3) The General Meeting shall be convened by a written notice sent by registered express mail to each
shareholder, to the address advised by him/her/it in accordance with Art. 38. (3), 1 below.  Invitations may
additionally be faxed or delivered by electronic mail ("e-mail").  No invitations need be mailed where a fax or
e-mail message, confirming receipt of the invitation by fax or e-mail, has been sent by the addressee of the
invitation.
         (4) The sessions cannot be held earlier than 10 days from the date of mailing of the invitations, unless
all shareholders have confirmed, in accordance with the preceding paragraph, the invitation by fax or e-mail and
have agreed in their return fax or e-mail message to holding the General Meeting earlier.

                                               Access to information

         Art. 21. All written materials related to the agenda of the General Meeting shall be available to the
shareholders in the Company's registered office not later than on the date of mailing of the invitations. All
written materials related to the agenda of the General Meeting shall be mailed or sent by fax to the
shareholders, having requested in writing the Board to do so.

                                               List of participants

         Art. 22. Before the beginning of the session of the General Meeting a list of the attending shareholders
and proxies and the respective shares owned and represented, shall be drawn up.  The shareholders and proxies
shall attest their presence by signature and shall certify their identity.

                                                      Quorum

         Art. 23. A session of the General Meeting shall legitimately take place on condition that more than
fifty percent of the Company's share capital is represented.  In case of such quorum absence, a new session shall
be scheduled within up to a month term but not earlier than 14 (fourteen) days and it shall be legitimate,
regardless of the shares represented at it.  The date of the new session can be given in the invitation for the
originally scheduled session.

                                               Conflict of interests

         Art. 24. A shareholder or a proxy shall not be entitled to a vote on:

             1.   Filing claims on behalf of the Company against such shareholder; or
             2.   Undertaking steps, or renouncing steps, for engaging such shareholder's liability to the Company.

                                                     Majority

         Art. 25. (1) Resolutions on amending the Articles, increase and reduction of the share capital,
reorganisation and termination of the Company shall be adopted by a majority of 2/3 (two-thirds) of the shares
represented.
         (2) All other resolutions shall be adopted by a simple majority of more than 50 per cent of the shares
represented, unless otherwise required under the laws in force or these Articles.

                                                    Resolutions

         Art. 26 A resolution of the General Meeting shall come into effect immediately, unless postponed by the
same General Meeting or unless related to matters, which are declared by law to take effect upon registration. In
the latter case the resolution shall come into effect on registration.

                                                      Minutes

         Art. 27 (1) The minutes of the General Meeting shall be kept in accordance with the requirements of the
law in force.
         (2) The minutes and the documents relating to the General Meeting shall be stored in a special book, and
shall be kept at least 5 (five) years.

                                    Powers of the single member of the Company

         Art. 28. Where the Company would have one shareholder only, he/she/it shall have all the powers vested
in the General Meeting, under the applicable laws and these Articles.  The powers of the General Meeting under
these Articles shall be construed to be the powers of the single member.  The single member can exercise such
powers at any time he/she/it decides appropriate and for each decision minutes shall be drawn up.

                             Board members and general rules of procedure of the Board

         Art. 29. (1) The Board of Directors shall consist of 3 (three) members.  The mandate of the Board of
Directors shall be three years, without any limitation on re-elections.  Members of the Board of Directors can be
either natural or juristic persons.  In the latter case, the juristic person shall designate and authorise a
natural person to perform its rights and obligations as Board of Director's member.
         (2) The mandate of the first Board of Directors shall be 1 (one) year.
         (3) The Board of Directors shall manage and represent the Company in accordance with the provisions set
out below and the law requirements.
         (4) The Board of Directors shall adopt its own rules of procedure, unless the General Meeting resolves
otherwise.
         (5) The Board of Directors shall meet regularly, but not less than once every three months, to discuss
the Company's affairs and prospects.
         (6) The minutes of the Board of Directors' proceedings shall be kept in a special book for at least 5
(five) years. The chairman of the Board of Directors shall be in charge to keep this book.  The minutes shall be
confidential.
         (7) To hold Board meetings a quorum of at least of two directors is required. The resolutions of the
Board shall be adopted by a majority of two directors, unless higher majority is required under these Articles or
the Board's rules of procedure.

                                            Chairman, deputy chairman,
                                               executive director(s)

         Art. 30. (1) The Board of Directors shall elect a chairman and a deputy chairman from amongst its
members.
         (2) The management of the Company may be delegated by the Board of Directors to one or more executive
directors, which shall manage and represent the Company, as resolved by the Board of Directors. The executive
directors shall be a minority from amongst the Board's members and may at any time be replaced upon a decision of
the Board of Directors.
         (3) Each executive director shall immediately and independently inform the chairman of all circumstances
material to the Company, which have arisen.
         (4) Each director may request that the chairman calls a Board meeting to discuss particular matters.

                                      Termination of a Board's member mandate

         Art. 31. (1) The mandate of each member of the Board of Directors may be terminated in case of:
              1.   Expiration of the mandate, unless renewed;
              2.   His/her/its release upon resolution of the General Meeting;
              3.   Filing of a written notice of release from office as a member of the Board of Directors in accordance
                   with the requirements of the Commerce Act;
         (2) Upon termination of the mandate of a member of the Board, the Board of Directors shall, except for
the case of item 2 in the above paragraph, convene a General Meeting to appoint a new member.
         (3) The members whose mandate has been terminated under items 2 or 3 of paragraph 1 above shall be
obliged to render any reasonable assistance that may be required of him/her/it by the Board of Directors.

                Special cases for holding of Board meetings and passing of resolutions by the Board

         Art. 32. (1) The members may partake in the Board meetings and adopt legitimate resolutions by means of
a conference telephone or other similar communications equipment whereby the members of the Board of Directors
meeting can hear each other.  Partaking in a Board meeting in the above manner shall be deemed participation in
person and the quorum requirements shall have to be met.
         (2) The Board of Directors may pass valid resolutions without holding a meeting, provided that all
members of the Board of Directors agree in writing to the respective resolution.
         (3) The members of the Board of Directors are entitled to remuneration as resolved by the General
Meeting, which shall be entitled to determine the amount and the rules in accordance with which the remuneration
shall be paid.
         (4) The members of the Board of Directors shall give a guarantee for their stewardship at an amount
determined by the General Meeting but not less than the respective director's three months gross remuneration.

                                                  Representation

         Art. 33 (1) The Company shall be represented in respect of third parties by the Board of Directors. The
Company's representation may be assigned to one or more executive directors as may be resolved by the Board of
Directors. The performance of certain actions in the name of the Company may be assigned to a given director
and/or to third parties, by the Board or by the executive director(s), entitled to represent the Company.
         (2) The representative authority of the executive director(s) shall be entered into the Companies
register and the executive director(s) shall present specimen of his/her/their signature(s) thereto.

                V. ANNUAL FINANCIAL STATEMENT. ANNUAL REPORT. RESERVES AND DISTRIBUTION OF EARNINGS

                                           Annual financial statements.
                                                   Annual report

         Art. 34. (1) Not later than the end of February each year the Board of Directors shall prepare the
financial statements for the previous financial year and an annual report, which shall describe the affairs and
the state of the Company and shall provide explanations to the annual financial statements.
         (2) The Board of Directors shall submit the financial statements and the annual report to one or more
certified public accountants, having been appointed by the General Meeting to review in accordance with
applicable accounting legislation

                                      Resolution on distribution of earnings

         Art. 35. Not later than as at the date of sending of the invitations for the annual General Meeting, the
Board of Directors shall prepare a draft resolution on the distribution of earnings.  The draft resolution,
together with the annual financial statements, the auditor's report thereto and the annual report of the Company
shall be presented to the annual General Meeting.

                                                Statutory reserves

         Art. 36. The Company shall maintain and utilise reserve funds in accordance with the requirements of the
applicable laws.

                                             Distribution of earnings

         Art. 37. The General Meeting shall resolve on the distribution of dividends after approval of the
financial statements, and in accordance with the limitations on distributions provided for by the laws in force.

                                                 VI. MISCELLANEOUS

                                                Notices, addresses

         Art. 38. (1) Unless otherwise indicated in these Articles, each notice or invitation by virtue of the
present Articles of Association shall be forwarded in a written form.
         (2) Unless no specific requirements for the sending of notices are provided for in these Articles,
sending shall take place simultaneously by registered mail and, where possible, fax or e-mail.  Any duly
forwarded notification shall be considered received by the time when in normal circumstances it can be expected
to have been technically received.
         (3) The addresses for delivery shall be:
          1.     For shareholders - the addresses set out in the register of members, unless a shareholder notifies in
                 writing the Board of Directors for another address, which shall become the delivery address and
                 be recorded in the register of members.
          2.     For the members of the Board of Directors - the addresses given by them from time to time to the
                 chairman of the Board of Directors and to the Company's secretary.
         (4) Failure on the part of any shareholder or director to notify the Company of the change of his/her
address shall not invalidate the effects of any notice or invitation sent in good faith.

                                               Books of the Company

         Art. 39. (1) The Company shall keep the following books:
              1.   Book for the minutes of the General Meeting/books of decisions of the single member;
              2.   Book for the minutes of the Board of Directors;
              3.   Register of members;
              4.   Register of debenture holders, if any debentures shall have been issued;
              5.   Books of accounts;
              6.   Other books as may be required by the laws in effect.
         (2) The register of members shall include the names and the addresses of all holders of shares, the
numbers of the shares held, details on the issued certificates, the contributions made, the transfers made, the
dividends paid, if any, as well as any other details as may be prescribed by the laws in force or considered
relevant by the Board of Directors. The register of members shall be kept by the chairman of the Board of
Directors or by the Company's secretary, if the chairman explicitly so delegates. The signatures of the chairman
of the Board of Directors and of the Company's secretary, if any, shall be required for each recording made in
the register of members.


                                          Inapplicable clauses. Headings

         Art. 40. (1) Where any part of these Articles shall be considered to contravene the statutory laws in
effect, the latter shall apply.
         (2) The headings in the Articles shall not be binding for the purposes of construing the texts to which
they relate, and shall only be considered as inserted in order to make reading easier.

                                       Application of the Commerce Act 1991

         Art. 41. The provisions of the Commerce Act 1991, or any applicable legislation that may replace, amend
or supplement it, shall apply to all matters not addressed by these Articles.


These Articles are signed in English and in Bulgarian language.  In case of a dispute as regards to the
interpretation of the provisions of these Articles, the Bulgarian text shall be considered prevailing.

For and on behalf of
FOUNDER/ SOLE
MEMBER,
HORIZON ENERGY BULGARIA EOOD,
a company incorporated and duly existing under the laws of Bulgaria, registered under
company file number 9015/2001 in Sofia City Court, with seat and registered office at 16
Fr. Joliot Curie Str., bl. 155, Izgrev
Region, Sofia



Name:  Dimitar Tchavdarov Totev


Signature: /s/ Dimitar Tchavdarov Totev









EX-99
15
ex99-13.htm
99-13



Ex99-13 to 2003 Form U5S




Ex99-13



Repertory No. 16497                                                   Collection No. 5868

                   INCORPORATION OF A LIMITED LIABILITY COMPANY (Societa a
                                    Responsabilita limitata)

                                                   ITALIAN REPUBLIC


The year two thousand and two, the sixth day of the month of November (6 November 2002)
In Rome,  Piazzale di Porta Pia No. 121, before me dr. Nicola Atlante,  Notary Public in Rome registered in the Roll of
the Associated Notary Public Districts of Rome,

                                                     are present:

- "ACEA S.p.A.",  company  incorporated  in Italy,  with  registered  office and domicile for fiscal  purposes in Rome,
piazzale  Ostiense 2, VAT number,  fiscal code and Register of Enterprises of Rome N.  05394801004,  share capital Euro
1,098,898,884.00,

                                           represented by the here appearing

Eng.  Marco  Passeggeri,  born in Rome on 11 September  1954,  domiciled for the purposes of the same at the registered
office,  who declares to act by virtue of a special  power of attorney  Notary  Alessandro  Mattiangeli  in Rome,  of 6
November 2002, Rep. N. 94063, which is attached to the present deed in original under A;

- "HORIZON ENERGY  DEVELOPMENT  B.V.", a limited  liability  company  incorporated in the Netherlands,  with registered
office at Leidsekade 98, 1017PP Amsterdam, fiscal code in Italy not acquired

                                           represented by the here appearing

Ronald Carl  Kraemer,  born in Elmont (New York,  U.S.A.) on 20 April 1956,  domiciled  for the purposes of the same at
the  registered  office,  who declares to act by virtue of a special power of attorney  Notary  Richard John Saville in
London,  of 25 October 2002 and with  apostille of 28 October 2002,  N. g 046690,  which is attached in original to the
present deed under B.

The above  mentioned  persons,  of whose  personal  identity I, Notary Public,  am certain,  declare that they agree in
renouncing to the assistance of witnesses.

                                         The parties agree upon the following.

                                                          ONE

A limited liability company,  named "Montenero Energia" S.r.l. is incorporated,  with a share capital of Euro 10,000.00
(ten thousand/00), subscribed as follows:

- - ACEA S.p.A. subscribes a share of Euro 5,000.00 (five thousand/00);

- - HORIZON ENERGY DEVELOPMENT B.V. subscribes a share of Euro 5,000.00 (five thousand/00).

The parties declare that on 5th November 2002 they  subscribed  3/10 of the corporate  capital with Banca Nazionale del
Lavoro  S.p.A.,  6319 branch  office of Rome,  as  indicated in the receipt  shown to me, a certified  copy of which is
attached to the present deed, under C.

                                                          TWO

The first management body is the Board of Directors  composed of six members,  listed below,  with three-year  duration
of office:

= HALE Bruce  Hollis,  born in New York State  (U.S.A.) on 30th August 1949,  domiciled for the purposes of the same at
the registered office, US citizen, Italian fiscal code HLJ BCH 49M30 Z404P;

= TANSKI Ronald James,  born in New York State  (U.S.A.) on 5th August 1952,  domiciled for the purposes of the same at
the registered office, US citizen, Italian fiscal codeTNS RLD 52M05 Z404W

= KRONENWETTER  Joseph Fredick,  born in Pennsyvania  State (U.S.A.) on 18th December 1947,  domiciled for the purposes
of the same at the registered office, US citizen, Italian fiscal code KRN JPH 47T18 Z404V;

= MESSINA  Alfonso,  born in Arquata  Scrivia on 7th October  1958,  domiciled  for the purposes of the same,  in Rome,
piazzale Ostiense No. 2, Italian citizen, fiscal code MSS LNS 58R07 A4360;

= PASSEGGERI Marco, here appearing,  domiciled for the purposes of the same, in Rome,  piazzale Ostiense No. 2, Italian
citizen, fiscal code PSS MRC 54P11 H501S;

= ROTONDO  Salvatore,  born in Mons (Belgium) on 14th December  1958,  domiciled for the purposes of the same, in Rome,
piazzale Ostiense No. 2, Italian citizen, fiscal code RNT SVT 58T14 Z103B

Bruce Hollis Hale is appointed as the Chairman of the Board of Directors.

Each  appointed  director,  disjointly  and/or  jointly,  has the  representative  power  as set out in Art.  20 of the
following By-laws.

The first fiscal year ends on 30th September of 2003 year.

                                                         THREE

The  indications  set forth in Art.  2475 c.c. and the other  governing  provisions  of the company are included in the
following

                                                        BY-LAWS

                                                       Article 1
                                                         Name

A limited liability company, named Montenero Energia S.r.l. (hereinafter the "Company"), is hereby incorporated.


                                                       Article 2
                                                   Registered Office

2.1.     The registered office of the Company is in Rome, Viale Parioli, n.44.

2.2.     The Company may establish subsidiaries, branches, agencies, commercial, administrative and representative
         offices in Italy and/or abroad.


                                                       Article 3
                                                       Duration

Except as otherwise provided by law, the Company will exist until September 30, 2042.


                                                      Article 4
                                                   Company's Object

4.1.     The Company's objects are:

         (a)      the design, engineering, permitting, finance, site acquisition, construction, commissioning, operation,
                  maintenance and decommissioning of an electric power plant at Montenero di Bisaccia, Molise Region,
                  Italy, such plant having a nominal capacity of approximately 400 (four hundred) MW (hereinafter the
                  "Project");

         (b)      the procurement and purchase of industrial products, materials, supplies, services and equipment necessary
                  or desirable for the purpose of performing activities related to power generation, including fuel
                  procurement and management, waste disposal activities and appointment of contractors and advisers
                  (in each case in connection with the Project);

         (c)      the production and sale of electrical energy in all its forms (in each case in connection with the Project);
                  and

         (d)      the carrying out of activities relating to real estate including construction, sale and purchase, management
                  and passive leasing of real estate (in each case in connection with the Project);

         in accordance with the laws in force in Italy from time to time.

4.2.     In accordance with its corporate objects, the Company may carry out the purchase, holding and management of
         registered or non-registered rights relating to the share capital of other companies or businesses having a
         purpose which is analogous, similar or connected to its own purpose. It may also carry out the technical,
         administrative and financial coordination of affiliated companies (subsidiaries and associated companies
         forming part of the same group) through the provision of business management services, the preparation of
         statistical, accounting and technical data, and the preparation of data relating to any form of payment, or
         the giving of guarantees and financing. The Company may not carry out such activities for the public, in
         accordance with the decrees of the Ministry of the Treasury dated July 6, 1994 (published in the Official
         Gazette on July 22, 1994, no. 170), and any other activities of a financing or professional nature which may
         be precluded by law without the appropriate licences or qualifications.

4.3.     In accordance with its corporate objects, the Company may borrow, carry out any activity relating to
         mortgages or charges (including subrogation), both active and passive,  give security interests of all kinds
         in any of its property or assets in support of the payment of its borrowings including without limitation
         establishing collateral deposits and assigning rights under guarantees and assigning any other contractual
         rights authorise registrations of property and entries in the property register and give guarantees
         (including sureties, endorsements and warrants to grant credit).

4.4.     The following activities are prohibited:

         (a)      activities that by their very nature or manner of exercise are reserved to banks or to financial
                  intermediaries in general, and in any case any activity involving the collection of savings from
                  the public or the solicitation of public savings;

         (b)      activities reserved to financial intermediaries according to Legislative Decrees no. 385/1993 and no.
                  58/1998 (as amended), and the other activities pursuant to special laws governing the relevant
                  matter.

                                                       Article 5
                                                   Corporate Capital

5.1.     The Company's corporate capital amounts to Euro 10,000.00 (ten thousand euro) divided into quotas in
         compliance with the law.

5.2.     The corporate capital may be increased, including through contributions in kind, by the Quotaholders'
         meeting resolutions.


                                                      Article 6
                                                  Pledging of Quotas

Quotas and any rights deriving from or connected to quotas, such as option rights, beneficial interests, distribution
rights or other similar rights (hereinafter the "Rights") may be pledged or given as security, and may be burdened by
liens, encumbrances, pre-emptive rights, third party rights or other restrictions subject to the laws in force in
Italy from time to time.


                                                       Article 7
                                                  Transfers of Quotas

Quotas and Rights are freely alienable and may be assigned, transmitted or transferred, directly and/or indirectly,
in whole or in part, to third parties or Quotaholders, by any means whatsoever, subject to the laws in force in Italy
from time to time.


                                                       Article 8
                                                       Financing

8.1.     The Company shall be entitled to obtain financing (subject to a liability for repayment of such financing)
         from its Quotaholders, within the limits and methods prescribed by law and these By-Laws.

8.2.     Quotaholders may make capital contributions to the Company which do not result in the issuance of additional
         quotas and may do so in proportions different than the proportions of quotas then held by them.


                                                        Article 9
                                                 Quotaholders' Meeting


9.1.     the meeting, properly called and validly constituted, represents all the Quotaholders and the resolutions
         thereof made in accordance with the law and these By-Laws bind all Quotaholders, including non-participating
         or dissenting Quotaholders. The meeting may be ordinary or extraordinary, in accordance with the law and
         these By-laws.

9.2.     Meetings are called each time the Board of Directors deems it necessary in order to vote on the matters
         reserved to the Quotaholders' meeting, or when Quotaholders, together representing at least 20% of the
         corporate capital, request the Board of Directors to call a meeting. The request must indicate the matters
         on which the meeting shall vote.

9.3.     An ordinary meeting must be called at least once a year, within four months from the fiscal year end, in
         order to approve the annual accounts.  In extraordinary circumstances, the meeting may be called within six
         months from such fiscal year end.

9.4.     Ordinary and extraordinary meetings shall take place at the registered office, or elsewhere in any EU Member
         State, as notified to Quotaholders.

9.5.     Notices of meeting are made by registered letter (with a courtesy copy by facsimile transmission and e-mail)
         sent to the Quotaholders at least eight days before the meeting. Such notices are to be sent to the address
         indicated in the Register of Quotaholders.

9.6.     The notice of meeting must contain the date, location and time of meeting and a list of matters to be
         discussed.

9.7.     A meeting is deemed to be validly constituted, even though a valid notice of the meeting has not been sent
         or not been timely sent, if the whole corporate capital is present or represented and all Board of Directors
         and Board of Auditors members are present.


                                                        Article 10
                                  Voting, Quorum and Matters for Quotaholder Meetings

10.1.    All those who are registered in the Register of Quotaholders may participate in meetings.

10.2.    Each Quotaholder has one vote for each euro comprising its quota at meetings of Quotaholders. Resolutions
         are passed by votes cast by a roll call conducted by the Chairman.

10.3.    An ordinary meeting, properly constituted, may vote and may pass resolutions if Quotaholders, together
         representing in person or by proxy at least 75% (seventy-five per cent) of the corporate capital, vote in
         favour of the resolution.

10.4.    An extraordinary meeting, properly constituted, may vote and may pass resolutions if Quotaholders, together
         representing in person or by proxy at least 75% (seventy-five per cent) of the corporate capital, vote in
         favour of the resolution.

10.5.    In addition to the matters reserved to an ordinary Quotaholders' meeting by law, an ordinary Quotaholders'
         meeting shall also approve the following matters:

         (a)      incurring indebtedness other than unsecured loans from Quotaholders or their affiliates which (i) are
                  repayable upon third party financing being provided for the Project or as provided in such third
                  party financing for the Project and (ii) provide for interest to accrue and be capitalized
                  quarterly; and

         (b)      an investment in any other company.


                                                       Article 11
                                                        Proxies

11.1.    Quotaholders having a right to participate in meetings may be represented by a written proxy, in accordance
         with the law.  Such proxy need not be a Quotaholder.

11.2.    The validity of proxies and their right to participate in meetings falls within the competence of Chairman
         of the Meeting.


                                                      Article 12
                                           Chairman of Quotaholders' Meeting

12.1.    Quotaholders' meetings are chaired by a Chairman who shall be elected by the Quotaholders from time to time.
         The Chairman is assisted by a Secretary appointed by the meeting, who need not be chosen from amongst the
         Quotaholders.

12.2.    Meeting resolutions must be certified by minutes signed by the Chairman and by the Secretary or, in those
         circumstances required by law, the minutes must be prepared by a notary.


                                                      Article 13
                                                      Management

13.1.    The Company is administered by a Board of Directors consisting of six members, appointed by an ordinary
         Quotaholders' meeting, who hold office for a maximum of three years, and who may be re-elected.

13.2.    Directors may be non-Quotaholders.


                                                      Article 14
                                                 Exclusive Competence

The Board of Directors shall be entrusted with the widest legally permissible powers for the ordinary and
extraordinary management of the Company, with the entitlement to perform all actions they will deem necessary for the
achievement of the corporate objects, with the exception of those which are exclusively vested in the Quotaholders'
meeting by Italian law or these By-Laws.


                                                      Article 15
                                                  Duration of Office

15.1.    Upon their election, the Quotaholders' meeting determines the duration of office of the members of the Board
         of Directors, subject to Article 13.1.

15.2.    Upon each appointment (or re-appointment) of the Board of Directors, the Board shall elect a Chairman from
         amongst its members at its next meeting. The Board of Directors at each meeting shall appoint a Secretary,
         who need not necessarily be a Director.


                                                     Article 16
                                                    Loss of Office

16.1.    Except as provided in Article 16.2, if any Director ceases to hold office for any reason including
         resignation, the remaining Directors shall elect a new Director in accordance with Article 2386, Section 1
         of the Civil Code.

16.2.    If at any time the Board of Directors consists of only three or fewer Directors, the whole Board of
         Directors is considered to have ceased to hold office and a meeting of the Quotaholders to appoint a new
         Board of Directors shall be urgently called in accordance with Article 2386, Section 4 of the Civil Code.
         In the meantime, the Board of Statutory Auditors shall be in charge of the day-to-day administration of the
         Company.


                                                       Article 17
                                                      Functioning

17.1.    Board of Directors' meetings may be held in the registered office or elsewhere in Italy or in an EU Member
         State.

17.2.    Board of Directors meetings may also take place by videoconference or teleconference provided the following
         conditions are met:

         (a)      all participants can be identified with certainty;

         (b)      all participants are able to participate in the discussions, and to view, receive and transmit documents by
                  any technical means.

         The Board of Directors' meeting is deemed held in the place where the Chairman and the Secretary are present
         in order to permit the drafting and the signing of the minutes.


                                                      Article 18
                                              Calling Directors' Meetings

18.1.    Meetings of the Board of Directors are to be called by the Chairman of the Board of Directors or, in his
         incapacity or if there is then none in office, by the oldest Director, whenever the Chairman (or oldest
         Director, when relevant) considers a meeting necessary or when a special written request has been made to
         the Chairman (or oldest Director, when relevant) for a meeting by two members of the Board of Directors,
         indicating matters to be discussed

18.2.    The Board Meeting is called by written notice - which must specify the date, the location, the time of
         meeting and the agenda - to be sent by registered letter or recognized courier service (with a courtesy copy
         by facsimile transmission or e-mail) to the relevant address of each Director, the Secretary and the
         statutory auditors not less than seven clear days (i.e., not counting the day of the notice or the day of
         the meeting) prior to the date fixed for the meeting, or, where urgent not less than four clear days prior
         to the date fixed for the meeting.

18.3.    The Board of Directors is validly constituted in the absence of a valid call to meet or a timely call to
         meet provided that all its members and all the statutory auditors attend.


                                                      Article 19
                                            Conduct of Directors' Meetings

19.1.    The Chairman of the Board of Directors (or in his absence, the oldest Director) shall preside over the
         meetings thereof.

19.2.    The quorum for the transaction of business at any meeting of the Board shall be four Directors. A quorum
         shall include any Director present by adequate telephone or videoconference link as provided in Article
         17.2. If a quorum is not present, those directors and statutory auditors present, if they so agree, may
         postpone the meeting for up to 48 hours without need to give formal notice except that written notice shall
         be sent by facsimile transmission and e-mail to each director and statutory auditor not present advising him
         of the date, hour and place the meeting is to be reconvened.

19.3.    At any meeting of the Board each Director shall have one vote. Any Director present by adequate telephone or
         videoconference link as provided in Article 17.2 shall be entitled to vote.

19.4.    All decisions of the Board taken at a Board meeting shall be taken by a majority of four votes in favor.

19.5.    Board resolutions are certified by minutes signed by the Chairman of the Board and the Secretary. In the
         absence or incapacity of the Chairman, the minutes shall be certified by all Directors who participated in
         the relevant Meeting.


                                                      Article 20
                                                   Power of Attorney

20.1.    Each member of the Board of Directors legally represents the Company in dealings with third parties with
         respect to their acts carried out in accordance with the exercise of the powers given to them pursuant to
         these By-Laws and by his signature may bind the Company, provided that with respect to obligations with a
         stated liability in excess of Euro 100,000.00 (one hundred thousand euro), the signatures of the Chairman
         and the Managing Director shall be required to bind the Company.

20.2.    The Board of Directors may also appoint managers and attorneys for single acts or categories of acts,
         establish their functions and specify and revoke their powers, subject to any limitations imposed by law.


                                                      Article 21
                                                     Compensation

The members of the Board of Directors and the Secretary shall not be compensated for their services as such but shall
be reimbursed against presentation of appropriate documentation for costs and expenses properly incurred by them in
carrying out their duties.


                                                       Article 22
                                                  Executive Committee


The Board of Directors may, pursuant to Article 2381 of the Italian Civil Code and within the limits provided by law
and by these By-Laws, delegate its powers to an executive committee comprised of at least two members as well as to
its Chairman and one of its member who shall be appointed the Managing Director, acting jointly, and may terminate
any such delegation at any time.


                                                       Article 23
                                              Executive Committee Actions


23.1.    The executive committee shall be called by one of its members in accordance with the equivalent terms set
         forth in Article 18 or as such committee may determine.  Furthermore, the committee shall be deemed properly
         constituted provided that all members of the committee are present.

23.2.    Meetings of the executive committee may take place by videoconference or teleconference whenever requested
         by any voting member provided that all participants can be identified with certainty and all participants
         are able to participate in the discussions, and to view, receive and transmit documents by any technical
         means.

23.3.    Any such committee resolves those matters reserved to it by a unanimous vote of all members of such
         committee.

23.4.    If any member of the committee ceases to hold office for any reason including resignation, the entire
         committee is deemed to have resigned and the Board of Directors shall appoint a new committee.


                                                      Article 24
                                               Balance Sheet and Profits

24.1.    The fiscal year of the Company shall end on 30th September each year.

24.2.    Profits will be appropriated as follows: 5% to the legal reserve until it has reached one fifth of the
         corporate capital; the remaining amount to be appropriated as the Quotaholders' meeting may resolve.

24.3.    If a Quotaholder's meeting votes for the distribution of profits, such profits shall be distributed among
         the Quotaholders in proportion to their respective quotas.

24.4.    Dividends which are not claimed within five years from the day on which they became distributable shall
         become the Company's property, in accordance with Article 2949 of the Civil Code.


                                                       Article 25
                                              Board of Statutory Auditors

25.1.    A Board of Statutory Auditors shall be appointed by the ordinary Quotaholders' meeting, as required by
         Italian law or if so resolved by the Quotaholders' meeting.  The ordinary Quotaholders' meeting will:

         (a)      appoint a Board of Auditors comprised of three statutory auditors with two alternate auditors; and

         (b)      designate the Chairman of the Board of Auditors; and

         (c)      determine the annual remuneration due to each statutory auditor.

25.2.    An internationally recognized firm of independent certified accountants shall also be appointed by an
         ordinary meeting of the Quotaholders to audit the Company's accounts at least annually and render an opinion
         thereon.


                                                      Article 26
                                                      Winding Up

Upon the winding up of the Company at any time and for any reason, an extraordinary meeting of the Quotaholders shall
determine the method of winding up and shall appoint one or more liquidators and determine their powers and
remuneration.


                                                      Article 27
                                                    Applicable Law

All matters not specifically provided for in these Articles of Association and By-laws shall be governed by the
provisions of the Italian Civil Code and any other applicable laws.


                                                         FOUR

Finally,  the parties:  a) indicate an estimated total amount of the expenses for the incorporation of the Company,  in
about Euro 2,500.00;  b) for the  withdrawal of 3/10 of the corporate  capital from the Bank,  giving regular  receipt,
delegate each director,  with disjoint power and with sub-delegating  power; c) exonerate me, the Notary Public, of the
reading of the annexes declaring to know them well.
This deed has been  typewritten  by a person  whom I trust and  filled in by me on  twenty-two  pages and until here is
composed of  twenty-three  pages and of six sheets,  before the  signatures I have given reading of it to the appearers
who have confirmed it entirely.

Signed by:  Marco PASSEGERI - Ronald Carl KRAEMER - dr. Nicola ATLANTE










EX-99
16
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99-14



Ex99-14 to 2003 Form U5S




Ex99-14





CERTIFICATE
OF FORMATION


OF


TORO PARTNER
LLC



        This
Certificate of Formation of Toro Partner LLC (the “LLC”) is being duly
executed and filed by Robert W. Phillpott, as an authorized person, to form a
limited liability company under the Delaware Limited Liability Company Act (6
Del.C. 18-101, et seq.). 



              FIRST.                 The name of the limited liability company formed hereby is Toro Partner LLC.



              SECOND.       The  address of the  registered  office of the LLC in the State of  Delaware is c/o The  Corporation  Trust  Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware  19801.



              THIRD.        The name and  address of the  registered  agent for service of process on the LLC in the State of Delaware is c/o The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware  19801.



        IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as
of April 30, 2003. 






        /s/ Robert W. Phillpott

                                                                            
 
   Authorized Person










EX-99
17
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Ex99-15 to 2003 Form U5S




Ex99-15



LIMITED
LIABILITY COMPANY AGREEMENT


OF


TORO PARTNER
LLC



              This  Limited  Liability  Company  Agreement  (this  "Agreement")  of Toro Partner LLC, is entered into by
Upstate Energy Inc., a New York  corporation  ("Upstate  Energy"),  pursuant to and in accordance with the Delaware
Limited  Liability Company Act (6 Del.C. § 18-101, et seq.) (the "Act"),  for the regulation and management of the
Company.



1.            Name.     The name of the limited liability company is Toro Partner LLC (the "Company").



2.            Purpose.     The purpose for which the Company is organized  is to transact  any and all lawful  business for
which  limited  liability  companies  may be  formed  under the Act and  which is not  forbidden  by the law of the
jurisdiction in which the Company engages in that business.



3.            Registered  Office;  Registered  Agent.     The registered  office and registered agent of the Company in the
State of Delaware  shall be as specified in the  Certificate of Formation (the  "Certificate  of Formation")  filed
with the Secretary of State of the State of Delaware.



4.            Principal  Office.    The  principal  office of the  Company  (at which the books and records of the Company
shall be  maintained)  shall be at such  place as the Board of  Managers  may  designate,  which need not be in the
State of Delaware.  The Company may have such other offices as the Board of Managers may designate.



5.            Member.



     (a)           The term  "Member"  as used in this  Agreement  means  Upstate  Energy,  in its  capacity  as a member (as
defined in the Act) of the Company,  and any person  hereafter  admitted to the Company as a member,  but such term
does not  include  any person who has ceased to be a member of the  Company.  The name and the  mailing  address of
the initial Member is as follows:





                    Upstate Energy Inc.


                   10 Lafayette Square


                  Buffalo, NY  14203






     (b)           The Member shall not cease to be a member of the Company  upon the  occurrence  of any event  described in
Section 18-304 of the Act.



6.            Powers.     The  Company  shall  have  the  power  and  authority  to take  any and  all  actions  necessary,
appropriate,  proper,  advisable,  convenient or incidental to or for the  furtherance of the purposes set forth in
Section 2, including any and all powers set forth in the Act.



7.            Term.   
  The term of the Company  commenced  on the date of the filing of the  Certificate  of  Formation in
the Office of the  Secretary of the State of Delaware and shall be  perpetual,  unless it is dissolved  sooner as a
result  of: (a) the  written  election  of the  Member,  (b) the entry of a decree of  judicial  dissolution  under
Section  18-802 of the Act, or (c) the  occurrence  of an event that causes  there to be no members of the Company,
unless the Company is  continued  in  accordance  with the Act. No other  event  shall cause a  dissolution  of the
Company.




8.            Capital  Contributions.     The Member shall make capital  contributions  to the Company at such times and in
such amounts as determined by the Member in its sole discretion.  All capital  contributions  made by the Member to
the Company shall be credited to the Member's account.



9.            Distributions.       The  Company  shall  make  cash  distributions  to the  Member  at such  times and in such
amounts as may be determined by the Board of Managers.  The Company may make non-cash  distributions  to the Member
at such  times  and in such  forms  as may be  determined  by the  Board of  Managers.  Notwithstanding  any  other
provision  of this  Agreement,  neither  the  Company,  nor the  Manager  on behalf of the  Company,  shall  make a
distribution to the Member if such distribution would violate the Act or other applicable law.



10.           Management.    Subject to the  provisions of the Act and any  limitations  in this Agreement as to action to
be authorized or approved by the Member,  all management  powers over the business and affairs of the Company shall
be exclusively  vested in a board of managers (the "Board of Managers"),  comprised of a number of individuals (not
less than 2) (each,  a  "Manager")  determined  by the Member and each of whom shall be  appointed  by the  Member.
Collectively,  the Managers  shall  constitute  "managers" of the Company  within the meaning of the Act. The Board
of Managers may delegate  certain of its powers to officers (the  "Officers"),  who shall be agents of the Company.
Except as otherwise  specifically provided in this Agreement,  the authority and functions of the Board of Managers
and of the Officers  shall be identical to the  authority  and  functions of the board of directors  and  officers,
respectively,  of a corporation  organized under the Delaware General  Corporation  Law. Thus,  except as otherwise
specifically  provided in this  Agreement,  the  business  and affairs of the  Company  shall be managed  under the
direction  of the Board of  Managers,  and the  day-to-day  activities  of the Company  shall be  conducted  on the
Company's  behalf by the  Officers.  In  addition to the powers  that now or  hereafter  may be granted to managers
under the Act and to all other powers granted under any other  provision of this  Agreement,  the Board of Managers
(subject  to Section 11 of this  Agreement)  and the  Officers  (subject  to Section 12 of this  Agreement  and the
direction  of the Board of  Managers)  shall have full power and  authority to do all things on such terms as they,
in their sole  discretion,  may deem necessary or appropriate  to conduct,  or cause to be conducted,  the business
and affairs of the  Company.  The Member,  by virtue of its status of a member of the  Company,  shall not have any
management  power over the  business  and  affairs of the  Company or actual or  apparent  authority  to enter into
contracts on behalf of, or to otherwise bind, the Company.



11.           Board of Managers.



     (a)           Election  and Removal of  Managers.     Upon  election by the Member,  each  Manager  shall hold office until
death,  disability,  resignation  or removal at any time at the pleasure of the Member.  If a vacancy occurs on the
Board of Managers,  the Member shall elect a successor so that the Board of Managers  remains fully  constituted at
all times.



     (b)           Meetings and Approval Requirements.



          (i)           Regular  Meetings.     Regular  meetings of the Board of Managers  shall be held as the Board of Managers may
determine  and,  if so  determined,  no notice  thereof  need be given.  Special  meetings of the Board of Managers
shall be held at the written request of any Manager.



          (ii)          Telephonic  Meetings.     Any meeting of the Board of Managers may be held by  conference  telephone  call or
through similar  communications  equipment by means of which all persons  participating  in the meeting are able to
hear each other.  Participation  in a  telephonic  or  videographic  meeting held  pursuant to this  section  shall
constitute presence in person at such meeting.



          (iii)         Notices.     Notices of regularly  scheduled  meetings of the Board of Managers shall not be required  unless
the time or place of a particular  regular  meeting is other than as set forth in the schedule of regular  meetings
previously  approved by the Board of Managers.  Notices of special  meetings  shall be required and shall state the
place,  date and hour of the  meeting  and the  purpose  or  purposes  for which the  meeting  is  called.  Special
meetings  shall be held at the address  specified  in the notice of such meeting or at such other place as shall be
agreed by the  Managers.  Notice of a special  meeting  shall be given in writing to each Manager not less than two
(2) nor  more  than  fifteen  (15)  days  before  the date of the  meeting.  Managers  may  waive  in  writing  the
requirements for notice before,  at or after the special meeting  involved.  The presence of a Manager at a meeting
shall constitute waiver of notice unless said Manager expressly states otherwise at the outset of such meeting.



          (iv)          Quorum.     At each meeting of the Board of Managers,  the presence in person or by electronic  means, as the
case may be, of a majority of the  Managers  shall be  necessary  to  constitute  a quorum for the  transaction  of
business by the Board of Managers.



          (v)           Approval  Requirements.     The Board of Managers may act either  through the presence of Managers  voting at
a meeting or by written  consent  without a meeting  as  described  in clause  (vi)  below.  In the case of actions
taken at a  meeting,  the  affirmative  vote of at  least a  majority  of the  Managers  present  in  person  or by
electronic  means,  as the case may be, and voting at a duly held  meeting of the Board of Managers  where a quorum
is present shall be necessary for any action of the Board of Managers.




          (vi)          Written  Consents.     Any action  required  or  permitted  to be taken at a meeting of the Board of Managers
may be taken  without a meeting,  without  prior  notice and  without a vote if a consent or  consents  in writing,
setting  forth the action so taken,  shall be signed by at least a majority of the Managers.  Such  consents  shall
be filed with the minutes of the proceedings of the Board of Managers.



          (vii)         Compensation  and  Reimbursement.     Except as determined by the Board of Managers,  no compensation or fees
shall be paid by the Company to any  individual  for serving as a Manager.  However,  Managers shall be entitled to
reimbursement by the Company for reasonable expenses incurred in attending meetings of the Board of Managers.



     (c)           Initial Managers.     The initial Managers, as of the effectiveness of this Agreement, are as follows:




                                            B. H. Hale



                                               R. J. Tanski



12.           Officers.



     (a)           Appointment and Tenure.



          (i)           The Officers of the Company  shall be comprised of one or more  individuals  designated  from time to time
by the Board of  Managers.  No Officer  need be a resident  of the State of  Delaware.  Officers of the Company are
not  "managers,"  as that term is used in the Act.  Each Officer shall hold his office for such term and shall have
such  authority and exercise  such powers and perform such duties as shall be  determined  from time to time by the
Board  of  Managers.  Any  number  of  offices  may  be  held  by  the  same  individual.  The  salaries  or  other
compensation,  if any, of the  Officers  and other  agents of the  Company  shall be fixed from time to time by the
Board of Managers.




          (ii)          The Officers of the Company may be comprised of a  president,  a secretary  and a treasurer.  The Board of
Managers may also  designate one or more vice  presidents,  assistant  secretaries  and assistant  treasurers.  The
Board of Managers may designate  such other  Officers and assistant  officers and agents as the Managers shall deem
necessary.




     (b)           Removal.     Any  Officer  may be  removed  as such at any time by the  Board  of  Managers,  either  with or
without cause, in the discretion of the Board of Managers.



     (c)           President.     The president,  if one is  designated,  shall be the chief  executive  officer of the Company,
shall have general and active  management of the day-to-day  business and affairs of the Company as authorized from
time to time by the Board of Managers and shall be  authorized  and directed to implement  all orders,  resolutions
and business plans adopted by the Board of Managers.



     (d)           Vice Presidents.     The vice  presidents,  if any are designated,  in the order of their  seniority,  unless
otherwise  determined by the Board of Managers,  shall, in the absence or disability of the president,  perform the
duties and have the  authority and exercise the powers of the  president.  They shall perform such other duties and
have such other authority and powers as the Board of Managers may from time to time prescribe.



     (e)           Secretary;  Assistant  Secretaries.  The secretary,  if one is  designated,  shall perform such duties and
have such powers as the Board of Managers may from time to time prescribe.  The assistant  secretaries,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  secretary,  perform the duties and exercise the powers of the  secretary.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.




     (f)           Treasurer;  Assistant  Treasurers.     The  treasurer,  if one  is  designated,  shall  have  custody  of the
Company's  funds and  securities and shall keep full and accurate  accounts and records of receipts,  disbursements
and other  transactions in books belonging to the Company,  and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such  depositories  as may be  designated  from time to time by the
Board of  Managers.  The  treasurer  shall  disburse  the funds of the  Company  as may be  ordered by the Board of
Managers,  taking  proper  vouchers  for such  disbursements,  and  shall  render  the  president  and the Board of
Managers,  when so directed,  an account of all his transactions as treasurer and of the financial condition of the
Company.  The  treasurer  shall  perform  such other duties and have such other powers as the Board of Managers may
from time to time  prescribe.  If required by the Board of Managers,  the  treasurer  shall give the Company a bond
of such type,  character  and amount as the Board of Managers may require.  The  assistant  treasurers,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  treasurer,  perform the duties and exercise the powers of the  treasurer.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



13.           Powers of Execution.



     (a)           Checks  and  Notes.     All checks and other  demands  for money and notes and any other  instrument  for the
payment  of money  shall be signed on behalf of the  Company by the  Manager or by such other  person or persons as
the  Manager  may from time to time  designate.  The  signature  of the  Manager or any such other  person may be a
facsimile if so authorized by the Manager.



     (b)           Contracts and Deeds.     All  contracts,  deeds and  instruments  shall be signed on behalf of the Company by
the Manager or by such other person or persons as the Manager may from time to time designate.



     (c)           Interests  in Other  Entities.     All shares of stock,  partnership  interests,  limited  liability  company
interests or other  interests  owned by the Company in other  entities shall be voted or  represented,  as the case
may be, on behalf of the  Company  by the  Manager or such other  person or persons as shall be  designated  by the
Manager.



14.           Exculpation.     NEITHER  THE  MANAGERS,  THE  MEMBER,  NOR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER,  SHALL BE LIABLE,  RESPONSIBLE  OR  ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR
THE  MEMBER  FOR ANY  ACTION  TAKEN OR  FAILURE  TO ACT (EVEN IF SUCH  ACTION OR  FAILURE  TO ACT  CONSTITUTED  THE
NEGLIGENCE OF A PERSON,  INCLUDING THE PERSON FOR WHOM  EXCULPATION  IS SOUGHT  HEREUNDER) ON BEHALF OF THE COMPANY
WITHIN THE SCOPE OF THE  AUTHORITY  CONFERRED ON THE PERSON  DESCRIBED IN THIS  AGREEMENT OR BY LAW UNLESS SUCH ACT
OR OMISSION WAS PERFORMED OR OMITTED  FRAUDULENTLY OR CONSTITUTED  GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT.  TO THE
EXTENT THAT, AT LAW OR IN EQUITY,  THE MANAGERS,  THE MEMBER,  OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER HAVE DUTIES  (INCLUDING  FIDUCIARY  DUTIES) AND LIABILITIES  RELATING TO THE COMPANY,  THE
MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE  OF THE COMPANY OR OF THE MEMBER  ACTING  UNDER
THIS  AGREEMENT  SHALL NOT BE LIABLE TO THE  COMPANY OR THE MEMBER FOR THEIR  RELIANCE  ON THE  PROVISIONS  OF THIS
AGREEMENT.  THE  PROVISIONS  OF THIS  AGREEMENT,  TO THE  EXTENT  THAT  THEY  EXPAND OR  RESTRICT  THE  DUTIES  AND
LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
OTHERWISE  EXISTING AT LAW OR IN EQUITY,  ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS OF SECTION 18-1101
OF THE ACT TO REPLACE  SUCH  OTHER  DUTIES  AND  LIABILITIES  OF THE  MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,
DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.



15.           Indemnification.



     (a)           The Company  shall  indemnify  any person who was or is a party or is threatened to be made a party to any
threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  by reason of the fact that such person is or was, at any time prior to or during which this Section 15 is in  effect,  a Manager or Member of the  Company,  or is or was,  at any time  prior to or during  which this
Section  15 is in  effect,  serving  at the  request  of the  Company,  as a  manager,  director  or  officer  of a
corporation,  partnership,  limited liability company,  joint venture,  trust, other enterprise or employee benefit
plan against  reasonable  expenses  (including  attorneys'  fees),  judgments,  fines,  penalties,  amounts paid in
settlement and other  liabilities  actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law.



     (b)           Expenses  incurred  by a person  who is or was a  Manager  or  Member  of the  Company  in  appearing  at,
participating  in or defending any  threatened,  pending or completed  action,  suit or proceeding,  whether civil,
criminal,  administrative or investigative,  shall be paid by the Company at reasonable intervals in advance of the
final  disposition of such action,  suit or proceeding upon receipt of an undertaking by or on behalf of the Member
or Manager to repay such amount if it shall  ultimately be determined  that he is not entitled to be indemnified by
the Company as authorized by this Section 15. The  indemnification  and  advancement  of expenses  provided by this
Section  15  shall  not be  deemed  exclusive  of any  other  rights  to which  those  seeking  indemnification  or
advancement of expenses may be or become  entitled under any law, this Agreement,  the decision of the Manager,  or
the Member or otherwise,  or under any policy or policies of insurance  purchased and  maintained by the Company on
behalf of any such person,  both as to action in his official  capacity and as to action in another  capacity while
holding  such  office,  and shall  continue as to a person who has ceased to be a manager or member and shall inure
to the benefit of the heirs, executors and administrators of such person.



     (c)           The rights  provided by this  Section 15 are for the  benefit of the persons  referred to herein and their
respective  heirs,  executors  and  administrators  and shall be legally  enforceable  against  the Company by such
persons (who shall be presumed to have relied on such rights in  undertaking  or  continuing  any of the  positions
referred to herein) or by their  respective  heirs,  executors and  administrators.  No amendment to or restatement
of this  Section 15, or merger,  consolidation,  conversion  or  reorganization  of the  Company,  shall impair the
rights of  indemnification  provided  by this  Section 15 with  respect to any action or failure to act, or alleged
action or failure to act,  occurring or alleged to have  occurred  prior to such  amendment,  restatement,  merger,
consolidation, conversion or reorganization.



16.           Mergers and  Exchanges.     Subject to the  requirements  of the Act, the Company may be a party to a merger,
consolidation, share or interest exchange or other transaction authorized by the Act.



17.           Amendments to this Agreement.     The power to alter,  amend,  restate,  or repeal this Agreement or to adopt
a new limited  liability  company  agreement  is vested in the Member.  This  Agreement  may be amended,  modified,
supplemented or restated in any manner permitted by applicable law and approved by the Member.



18.           Authorized  Person.     The execution by Robert W.  Phillpott,  as an "authorized  person" within the meaning
of the Act, of the  Certificate  of Formation and the filing of the  Certificate of Formation with the Secretary of
State of the State of Delaware are hereby  ratified,  confirmed  and approved.  Upon the filing of the  Certificate
of Formation with the Secretary of State of the State of Delaware,  Robert W. Phillpott's  powers as an "authorized
person"  ceased,  and the  Board of  Managers  and any  person  designated  by the  Board of  Managers  shall be an
"authorized person" of the Company within the meaning of the Act.



19.           Governing  Law.     This  Agreement  shall be  governed  by, and  construed  under,  the laws of the State of
Delaware (without regard to principles of conflict of laws), all rights and remedies being governed by said laws.










        IN
WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly
executed this Agreement as of May 27, 2003. 





                                                      UPSTATE ENERGY INC.


  By: /s/ B. H. Hale


   Name:    B. H. Hale


   Title:      President











EX-99
18
ex99-16.htm
99-16



Ex99-16 to 2003 Form U5S




Ex99-16






 FILED
In the Office of the

Secretary of State of Texas

JUN 04 2003

Corporations Section






AMENDED AND
RESTATED
CERTIFICATE OF
LIMITED PARTNERSHIP


OF


TORO
PARTNERS, LP



        This
Amended and Restated Certificate of Limited Partnership of Toro Partners, LP
(the “Partnership”) is being duly executed and filed in
accordance Section 2.02 and Section 2.10 of the Texas Revised Limited
Partnership Act (Texas Revised Civil Statutes Article 6132a-1, et
seq., Vernon’s Texas Civil Statutes), as amended (the
“TRLPA”), to amend and restate the Partnership’s original
certificate of limited partnership filed with the Secretary of State of Texas on
September 30, 1999, to reflect (i) the withdrawal of Toro Energy GP, Inc., a
Texas corporation, as a general partner of the Partnership; (ii) the admission
of Upstate Energy Inc., a New York corporation, as the new general partner;
(iii) the change in the address of the Partnership’s registered office; and
(iv) the change in the name and address of the registered agent of the
Partnership. 



1.            Name.     The name of the Partnership is: Toro Partners, LP.



2.            Registered  Office.    The address of the  Partnership's  registered  office is c/o CT  Corporation  System,  1021 Main  Street,
         Suite 1150, Houston, Texas 77002.



3.            Registered  Agent.     The name and address of the registered  agent of the Partnership for service of process are CT Corporation
         System, 1021 Main Street, Suite 1150, Houston, Texas 77002.



4.            Principal  Office.     The address of the principal  office of the  Partnership in the United States where records are to be kept
         or made available under Section 1.07 of the TRLPA is







       Upstate Energy Inc.


 10 Lafayette Square


 Buffalo, NY  14203






5.            General  Partner.   Buffalo, NY  14203  The name,  mailing address and the street address of the business of the general partner of the Partnership
         are:






       Upstate Energy Inc.


 10 Lafayette Square


 Buffalo, NY  14203







              Executed this 4th day of June, 2003.






                                                      UPSTATE ENERGY INC.


  By: /s/ B. H. Hale


          B. H. Hale, President 









jmc/js/Contract/Toro-Horizon Certificate (Amended) Final








EX-99
19
ex99-17.htm
99-17



Ex99-17 to 2003 Form U5S




Ex99-17



AMENDED AND
RESTATED


AGREEMENT OF
LIMITED PARTNERSHIP


OF


TORO
PARTNERS, LP



        This
Amended and Restated Agreement of Limited Partnership of Toro Partners, LP (this
“Agreement”), is entered into by and among Upstate Energy Inc.,
a New York corporation, as the sole general partner (“Upstate”
or the “General Partner”), and Toro Partner LLC, a Delaware
limited liability company, as the sole limited partner (“Toro
LLC” or the “Limited Partner”), to continue Toro
Partners, LP, a Texas limited partnership (the “Partnership”), as a
Texas limited partnership pursuant to the Texas Revised Limited Partnership Act
(Texas Revised Civil Statutes Article 6132a-1, et seq.,
Vernon’s Texas Civil Statutes), as amended (the “TRLPA”). 


                                               
 W I T N E S S E T H




        WHEREAS,
the Partnership was formed on September 30, 1999, when Toro Energy GP, Inc., a
Texas corporation (“Toro Energy”), filed the Partnership’s
original Certificate of Limited Partnership (the “Original
Certificate”) with the Secretary of State of Texas and Toro Energy, as
the sole general partner, and Headington LFG Partners, LP, a Texas limited
partnership (“Headington”), and Toro Energy Holdings, L.P., a
Texas limited partnership (“Holdings”, and collectively, Toro
Energy, Headington and Holdings are the “Former Partners”), as
the limited partners, entered into the Amended and Restated Agreement of Limited
Partnership of Toro Partners, LP, effective as of September 30, 1999 (the
“Original Partnership Agreement”); 



        WHEREAS,
on June 2, 2003, and pursuant to that certain Purchase and Sale Agreement by and
among Upstate and Toro LLC, as the purchasers, and the Former Partners, as the
sellers, Upstate purchased from Toro Energy its 1% general partner interest in
the Partnership (the “GP Interest”), and Toro LLC purchased the
69% limited partner interest and the 30% limited partner interest in the
Partnership (collectively, the “LP Interests”) from Holdings
and Headington, respectively; 



        WHEREAS,
upon the closing of purchase and sale of the GP Interest and LP Interests (the
“Closing”), Toro Energy, Headington and Holdings each ceased to
be a partner in the Partnership, and Upstate and Toro LLC became the sole
general partner and the sole limited partner, respectively; and 



        WHEREAS,
in accordance with Section 2.02 and Section 2.10 of the TRLPA, Upstate filed an
Amended and Restated Certificate of Limited Partnership with the Secretary of
State of Texas to amend and restate the Partnership’s Original Certificate
to reflect (i) the withdrawal of Toro Energy as a general partner of the
Partnership, (ii) the admission of Upstate as the new general partner, (iii) the
change in the address of the Partnership’s registered office and (iv) the
change in the name and address of the registered agent of the Partnership. 



        NOW,
THEREFORE, in consideration of the premises and the mutual undertakings
contained herein, Upstate and Toro LLC (individually, a
“Partner”, and collectively, the “Partners”)
desire to amend and restate the Original Partnership Agreement in its entirety,
and the Partners hereby agree as follows: 



     1.      Continuation.     The Partners hereby continue the limited
  partnership  formed September 30, 1999,  pursuant
to the Original  Certificate  and the Original  Partnership  Agreement.  The rights and liabilities of the Partners
shall be as provided in the TRLPA,  except as herein otherwise  expressly  provided.  On the request of the General
Partner,  the  Limited  Partner  shall  execute,  acknowledge,  swear to and  deliver  all  certificates  and other
instruments  conforming  with this Agreement that are necessary to qualify,  continue or terminate the  Partnership
as a limited  partnership  under the laws of the State of Texas and to qualify  the  Partnership  to do business in
such other states where such qualification is necessary or desirable.



     2.            Name.     The name of the Partnership is Toro Partners, LP.



     3.            Purpose.  The  Partnership  is organized  for the object and purpose of, and the nature of the business to
be conducted and promoted by the Partnership is, engaging in any and all activities permitted under the TRLPA.




     4.            Registered  Office;  Registered  Agent.    The registered  office of the Partnership in the State of Texas is
1021 Main Street,  Suite 1150,  Houston,  Texas 77002, and the name of the  Partnership's  registered agent at such
registered  office is CT  Corporation  System.  The  General  Partner  may  change  the  registered  office and the
registered agent at such times as the General Partner determines appropriate in any manner provided by law.




     5.            Principal  Office;  Other Offices.     The principal  office of the Partnership in the United States shall be
at such place as the General  Partner may designate,  which need not be in the State of Texas,  and the Partnership
shall  maintain  records  there as  required  by Section  1.07 of the TRLPA.  The  Partnership  may have such other
offices as the General Partner may designate.



     6.            Partners.     The names, business addresses and Sharing Ratios of the Partners are as follows:






  NAME                        BUSINESS ADDRESS               SHARING RATIO


 


                Upstate Energy Inc.              10 Lafayette Square                          1%


                                                  Buffalo, NY  14203 


 


                Toro Partner LLC                 10 Lafayette Square                         99%


                                                  Buffalo, NY  14203 





     7.             Management.



          (a)         The powers of the  Partnership  shall be  exercised  by or under the  authority  of, and the  business and
affairs of the  Partnership  shall be managed  under the  direction  of, the  General  Partner,  who shall make all
decisions  and take all  actions  for the  Partnership.  The  Limited  Partner  shall not have any right,  power or
authority to act for or on behalf of the Partnership,  to do any act that would be binding on the  Partnership,  or
to incur any expenditures on behalf of the Partnership.



          (b)           In  managing  the  business  and  affairs of the  Partnership  and  exercising  its powers as the  general
partner,  the General  Partner  may, but is not  required  to, act through  resolutions  adopted at meetings and in
written  consents.  Decisions or actions  taken by the General  Partner in  accordance  with this  Agreement  shall
constitute decisions or actions by the Partnership and shall be binding on each Partner of the Partnership.




     8.            Term.     The  Partnership's  existence  commenced  upon the  filing  of the  Original  Certificate  with the
Secretary of State of Texas,  and its existence shall be perpetual,  unless it is sooner  dissolved as a result of:
(a) the  written  approval of all of the Partners,  (b) an event of withdrawal of the General  Partner has occurred
under the TRLPA or (c) an  entry of a decree  of  judicial  dissolution  has  occurred  under  Section 8.02  of the
TRLPA.  No other event shall cause a dissolution of the Partnership.



     9.            Capital Contributions.     The initial capital contributions were made by the Former Partners.



     10.           Additional  Contributions.     The Partners are not required to make any additional capital  contributions to
the Partnership.



     11.           Allocations  of Profit and Losses.     The  Partnership's  profits and losses  shall be  allocated  among the
Partners in proportion to their Sharing Ratios.



     12.           Distributions.     The Partnership  shall make  distributions  (of cash or other property) to the Partners in
proportion  to their  Sharing  Ratios at such times and in such  amounts as the General  Partner  shall  determine;
provided,  that the  Partnership  shall not make any  distribution  in excess of the amount that may be distributed
under Section 6.07 of the TRLPA.



     13.           Assignments;  Encumbrances.     No Partner may assign, sell, exchange,  convey,  transfer,  gift or otherwise
dispose of its  partnership  interest (as defined in the TRLPA),  in whole or part, to any other person without the
prior written  consent of the other  Partner.  No Partner may grant a security  interest or otherwise  encumber its
partnership  interest (as defined in the TRLPA),  in whole or part,  without the prior written consent of the other
Partner.



     14.           Withdrawal.     The Limited  Partner may not withdraw from the  Partnership.  The General  Partner agrees not
to withdraw from the Partnership  without the prior written consent of the Limited  Partner,  and any withdrawal of
the General Partner without the prior written consent of the Limited Partner shall be a breach of this Agreement.




     15.           Amendments to this  Agreement.     This Agreement may be amended,  modified,  supplemented or restated in any
manner permitted by the TRLPA and approved by the Partners.




     16.           Counterparts.     This  Agreement  may be  executed  in  counterparts,  each of  which  shall  be  deemed  an
original, and all of which taken together shall constitute one agreement.




     17.           Governing Law.    This Agreement  shall be governed by, and construed  under,  the laws of the State of Texas
(without regard to principles of conflict of laws), all rights and remedies being governed by said laws.










        IN
WITNESS WHEREOF, the undersigned, intending to be bound hereby, have duly
executed this Agreement to be effective as of the Closing. 






  

                                                    GENERAL PARTNER:


 


                                                     UPSTATE ENERGY INC.


 
                                                    By:  /s/ B. H. Hale


                                                     Name:  B. H. Hale


                                                     Title:    President


 



 
                                                    LIMITED PARTNER:


 


                                                     TORO PARTNER LLC


 
                                                    By: /s/ K. D. Cotter


                                                     Name:  K. D. Cotter


                                                     Title:    Vice President













EX-99
20
ex99-18.htm
99-18



 Ex99-18 to 2003 Form U5S 




Ex99-18


STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/14/1999

91382487 - 3096102



                                             
CERTIFICATE OF FORMATION



                                                        OF



                                           TORO ENERGY OF MICHIGAN, LLC




        This Certificate of Formation of  Toro Energy of Michigan, LLC (the "LLC") is being duly executed and filed by
Paul Kaden as an authorized person to form a limited liability company under the Delaware Limited Liability
Company Act (6 Del.C § 18-101, et seq.).



           FIRST:  The name of the limited liability company formed hereby is Toro Energy of Michigan,
                           LLC.



           SECOND:  The address of the registered office of the LLC in the State of Delaware is:


                                                     
CorpAmerica, Inc.

                                                    30 Old Rudnick Lane

                                                   Dover, Delaware 19901



           THIRD:            The name and address of the registered agent for service of process on the LLC in the state of
                           Delaware are:


                              
CorpAmerica, Inc.

                             30 Old Rudnick Lane

                            Dover, Delaware 19901



        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 7th day of September,
1999.




                                                              /s/ Paul Kaden
                                                              PAUL KADEN,
                                                              An authorized person








EX-99
21
ex99-19.htm
99-19



 Ex99-19 to 2003 Form U5S




Ex99-19




State of Delaware

Secretary of State

Division of Corporations

Delivered 08:07 PM 07/29/2003

FILED 07:26 PM 07/29/2003

SRV 030495701 - 3096102 FILE




                                             
CERTIFICATE OF AMENDMENT



                                                        OF



                                           TORO ENERGY OF MICHIGAN, LLC






        1.  The name of the limited liability company
 is Toro energy of Michigan, LLC.


        2.  The Certificate of Formation of the limited
liability company is hereby amended as follows:



        That the  registered  office of the  corporation in the State of Delaware is hereby changed to Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle.



        That the  registered  agent of the  corporation is hereby changed to THE  CORPORATION  TRUST COMPANY,  the
business address of which is identical to the aforementioned registered office as changed.



        IN WITNESS  WHEREOF,  the  undersigned has executed this  Certificate of Amendment of Toro Energy of Michigan,  LLC
this 24th day of July, 2003.






                                                              /s/ Kevin D. Cotter
                                                              Kevin D. Cotter
                                                              Authorized person







EX-99
22
ex99-20.htm
99-20



Ex99-20 to 2003 Form U5S





Ex99-20




AMENDED AND
RESTATED


LIMITED
LIABILITY COMPANY AGREEMENT


OF

TORO ENERGY
OF MICHIGAN, LLC



        This
Amended and Restated Limited Liability Company Agreement (this
“Agreement”) of Toro Energy of Michigan, LLC, a Delaware limited
liability company (the “Company”), is entered into by Toro Partners,
LP, a Texas limited partnership (“Toro Partners”), pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 Del.C. §
18-101, et seq.) (the “Act”), for the regulation and management of the
Company. 



W I T N E S
S E T H



        WHEREAS,
the Company was formed on September 14, 1999, when its Certificate of Formation
was filed with the Secretary of State of the State of Delaware; 



        WHEREAS,
Toro Partners adopted that certain Amended and Restated Limited Liability
Company Agreement of Toro Energy of Michigan, LLC, dated September 30, 1999 (the
“Original Agreement”), for the regulation and management of the
Company; and 



        WHEREAS,
Toro Partners, being the sole member of the Company, desires to amend and
restate the Original Agreement in its entirety. 



        NOW,
THEREFORE, in consideration of the premises, Toro Partners hereby amends and
restates the Original Agreement as follows: 



1.            Name.     The name of the limited liability company is Toro Energy of Michigan, LLC.



2.            Purpose.     The  purpose  for which the  Company is  organized  is to transact  any and all lawful  business  for which  limited
liability  companies  may be formed  under the Act and  which is not  forbidden  by the law of the  jurisdiction  in which the  Company
engages in that business.



3.            Registered  Office;  Registered  Agent.     The registered  office and registered agent of the Company in the
State of Delaware  shall be as specified in the  Certificate of Formation (the  "Certificate  of Formation")  filed
with the Secretary of State of the State of Delaware.  The Board of Managers may change the  registered  office and
the registered agent at such times as the Board of Managers determines appropriate in any manner provided by law.





4.            Principal  Office.     The  principal  office of the  Company  (at which the books and records of the Company
shall be  maintained)  shall be at such  place as the Board of  Managers  may  designate,  which need not be in the
State of Delaware.  The Company may have such other offices as the Board of Managers may designate.



5.            Member.




     (a)           The term ’Member“ as used in this Agreement  means Toro Partners,  in its capacity as a member (as defined
in the Act) of the Company,  and any person hereafter  admitted to the Company as a member,  but such term does not
include any person who has ceased to be a member of the  Company.  The name and the mailing  address of the initial
Member are as follows:




                            Toro Partners, LP

                            10 Lafayette Square

                            Buffalo, NY  14203




     (b)           The Member shall not cease to be a member of the Company  upon the  occurrence  of any event  described in
Section 18-304 of the Act.







6.            Powers.     The  Company  shall  have the  power  and  authority  to take any and all  actions  necessary,  appropriate,  proper,
advisable,  convenient  or incidental to or for the  furtherance  of the purposes set forth in Section 2,  including any and all powers
set forth in the Act.



7.            Term.     The term of the Company  commenced  on the date of the filing of the  Certificate  of  Formation in
the Office of the  Secretary  of State of the State of  Delaware  and shall be  perpetual,  unless it is  dissolved
sooner as a result of: (a) the written  election of the Member,  (b) the entry of a decree of judicial  dissolution
under  Section  18-802 of the Act,  or (c) the  occurrence  of an event that  causes  there to be no members of the
Company,  unless the Company is continued in accordance  with the Act. No other event shall cause a dissolution  of
the Company.



8.            Capital  Contributions.     The Member shall make capital  contributions  to the Company at such times and in
such amounts as determined by the Member in its sole discretion.  All capital  contributions  made by the Member to
the Company shall be credited to the Member's account.



9.            Distributions.     The  Company  shall  make  cash  distributions  to the  Member  at such  times and in such
amounts as may be determined by the Board of Managers.  The Company may make non-cash  distributions  to the Member
at such  times  and in such  forms  as may be  determined  by the  Board of  Managers.  Notwithstanding  any  other
provision of this Agreement,  neither the Company,  nor the Board of Managers on behalf of the Company,  shall make
a distribution to the Member if such distribution would violate the Act or other applicable law.



10.           Management.     Subject to the  provisions of the Act and any  limitations  in this Agreement as to action to
be authorized or approved by the Member,  all management  powers over the business and affairs of the Company shall
be exclusively  vested in a board of managers (the "Board of Managers"),  comprised of a number of individuals  (no
less than 2) (each,  a  "Manager")  determined  by the Member and each of whom shall be  appointed  by the  Member.
Collectively,  the Managers  shall  constitute  "managers" of the Company  within the meaning of the Act. The Board
of Managers may delegate  certain of its powers to officers (the  "Officers"),  who shall be agents of the Company.
Except as otherwise  specifically provided in this Agreement,  the authority and functions of the Board of Managers
and of the Officers  shall be identical to the  authority  and  functions of the board of directors  and  officers,
respectively,  of a corporation  organized under the Delaware General  Corporation  Law. Thus,  except as otherwise
specifically  provided in this  Agreement,  the  business  and affairs of the  Company  shall be managed  under the
direction  of the Board of  Managers,  and the  day-to-day  activities  of the Company  shall be  conducted  on the
Company's  behalf by the  Officers.  In  addition to the powers  that now or  hereafter  may be granted to managers
under the Act and to all other powers granted under any other  provision of this  Agreement,  the Board of Managers
(subject  to Section 11 of this  Agreement)  and the  Officers  (subject  to Section 12 of this  Agreement  and the
direction  of the Board of  Managers)  shall have full power and  authority to do all things on such terms as they,
in their sole  discretion,  may deem necessary or appropriate  to conduct,  or cause to be conducted,  the business
and affairs of the  Company.  The Member,  by virtue of its status of a member of the  Company,  shall not have any
management  power over the  business  and  affairs of the  Company or actual or  apparent  authority  to enter into
contracts on behalf of, or to otherwise bind, the Company.



11.           Board of Managers.



     (a)           Election and Removal of  Managers.     Upon  election by the Member,  each  Manager  shall hold office  until death,  disability,
resignation  or removal at any time at the  pleasure of the Member.  If a vacancy  occurs on the Board of  Managers,  the Member  shall
elect a successor so that the Board of Managers remains fully constituted at all times.



     (b)           Meetings and Approval Requirements.



          (i)           Regular  Meetings.     Regular  meetings of the Board of Managers shall be held as the Board of Managers may determine and, if so
determined,  no notice thereof need be given.  Special  meetings of the Board of Managers  shall be held at the written  request of any
Manager.




          (ii)          Telephonic  Meetings.     Any  meeting of the Board of  Managers  may be held by  conference  telephone  call or through  similar
communications  equipment by means of which all persons  participating  in the meeting are able to hear each other.  Participation in a
telephonic or videographic meeting held pursuant to this section shall constitute presence in person at such meeting.




          (iii)         Notices.     Notices of regularly  scheduled  meetings of the Board of Managers shall not be required unless the time or place of
a  particular  regular  meeting is other than as set forth in the  schedule  of regular  meetings  previously  approved by the Board of
Managers.  Notices of special  meetings  shall be required  and shall state the place,  date and hour of the meeting and the purpose or
purposes  for which the meeting is called.  Special  meetings  shall be held at the address  specified in the notice of such meeting or
at such other  place as shall be agreed by the  Managers.  Notice of a special  meeting  shall be given in writing to each  Manager not
less than two (2) nor more than fifteen (15) days before the date of the meeting.  Managers may waive in writing the  requirements  for
notice before,  at or after the special  meeting  involved.  The presence of a Manager at a meeting shall  constitute  waiver of notice
unless said Manager expressly states otherwise at the outset of such meeting.



          (iv)          Quorum.     At each meeting of the Board of Managers,  the presence in person or by  electronic  means,  as the case may be, of a
majority of the Managers shall be necessary to constitute a quorum for the transaction of business by the Board of Managers.



          (v)           Approval  Requirements.     The Board of  Managers  may act either  through the  presence  of Managers  voting at a meeting or by
written consent without a meeting as described in clause (vi) below.  In the case of actions taken at a meeting,  the affirmative  vote
of at least a  majority  of the  Managers  present  in person or by  electronic  means,  as the case may be,  and voting at a duly held
meeting of the Board of Managers where a quorum is present shall be necessary for any action of the Board of Managers.



          (vi)          Written  Consents.     Any action  required or permitted to be taken at a meeting of the Board of Managers may be taken without a
meeting,  without  prior  notice and without a vote if a consent or consents in writing,  setting  forth the action so taken,  shall be
signed by at least a majority  of the  Managers.  Such  consents  shall be filed with the  minutes of the  proceedings  of the Board of
Managers.



          (vii)         Compensation and  Reimbursement.     Except as determined by the Board of Managers,  no compensation or fees shall be paid by the
Company to any  individual  for  serving as a Manager.  However,  Managers  shall be  entitled  to  reimbursement  by the  Company  for
reasonable expenses incurred in attending meetings of the Board of Managers.




          (c)           Initial Managers.     The initial Managers, as of the effectiveness of this Agreement, are as follows:



                                            B. H. Hale



                                              R. J. Tanski



12.           Officers.



     (a)           Appointment and Tenure.



          (i)           The  Officers  of the Company  shall be  comprised  of one or more  individuals  designated  from time to time by the Board of
Managers.  No Officer  need be a resident of the State of Delaware.  Officers of the Company are not  "managers,"  as that term is used in
the Act.  Each Officer  shall hold his office for such term and shall have such  authority  and  exercise  such powers and perform such
duties as shall be  determined  from time to time by the Board of Managers.  Any number of offices may be held by the same  individual.
The salaries or other  compensation,  if any, of the  Officers and other agents of the Company  shall be fixed from time to time by the
Board of Managers.



          (ii)          The Officers of the Company may be comprised of a  president,  a secretary  and a treasurer.  The Board of
Managers may also  designate one or more vice  presidents,  assistant  secretaries  and assistant  treasurers.  The
Board of Managers may designate  such other  Officers and assistant  officers and agents as the Managers shall deem
necessary.



     (b)           Removal.     Any  Officer  may be  removed  as such at any time by the  Board  of  Managers,  either  with or
without cause, in the discretion of the Board of Managers.



     (c)           President.     The president,  if one is  designated,  shall be the chief  executive  officer of the Company,
shall have general and active  management of the day-to-day  business and affairs of the Company as authorized from
time to time by the Board of Managers and shall be  authorized  and directed to implement  all orders,  resolutions
and business plans adopted by the Board of Managers.



     (d)           Vice Presidents.     The vice  presidents,  if any are designated,  in the order of their  seniority,  unless
otherwise  determined by the Board of Managers,  shall, in the absence or disability of the president,  perform the
duties and have the  authority and exercise the powers of the  president.  They shall perform such other duties and
have such other authority and powers as the Board of Managers may from time to time prescribe.



     (e)           Secretary;  Assistant  Secretaries.  The secretary,  if one is  designated,  shall perform such duties and
have such powers as the Board of Managers may from time to time prescribe.  The assistant  secretaries,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  secretary,  perform the duties and exercise the powers of the  secretary.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



     (f)           Treasurer;  Assistant  Treasurers.     The  treasurer,  if one  is  designated,  shall  have  custody  of the
Company's  funds and  securities and shall keep full and accurate  accounts and records of receipts,  disbursements
and other  transactions in books belonging to the Company,  and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such  depositories  as may be  designated  from time to time by the
Board of  Managers.  The  treasurer  shall  disburse  the funds of the  Company  as may be  ordered by the Board of
Managers,  taking  proper  vouchers  for such  disbursements,  and  shall  render  the  president  and the Board of
Managers,  when so directed,  an account of all his transactions as treasurer and of the financial condition of the
Company.  The  treasurer  shall  perform  such other duties and have such other powers as the Board of Managers may
from time to time  prescribe.  If required by the Board of Managers,  the  treasurer  shall give the Company a bond
of such type,  character  and amount as the Board of Managers may require.  The  assistant  treasurers,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  treasurer,  perform the duties and exercise the powers of the  treasurer.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



13.           Powers of Execution.



     (a)           Checks  and  Notes.     All checks and other  demands  for money and notes and any other  instrument  for the
payment of money  shall be signed on behalf of the  Company by such  Officer or by such other  person or persons as
the Board of Managers  may from time to time  designate.  The  signature  of such  Officer or any such other person
may be a facsimile if so authorized by the Board of Managers.



     (b)           Contracts and Deeds.     All  contracts,  deeds and  instruments  shall be signed on behalf of the Company by
such Officer or by such other person or persons as the Board of Managers may from time to time designate.



     (c)           Interests  in Other  Entities.     All shares of stock,  partnership  interests,  limited  liability  company
interests or other  interests  owned by the Company in other  entities shall be voted or  represented,  as the case
may be, on behalf of the  Company by such  Officer or such other  person or persons as shall be  designated  by the
Board of Managers.



14.           Exculpation.    NEITHER  THE  MANAGERS,  THE  MEMBER,  NOR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER,  SHALL BE LIABLE,  RESPONSIBLE  OR  ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR
THE  MEMBER  FOR ANY  ACTION  TAKEN OR  FAILURE  TO ACT (EVEN IF SUCH  ACTION OR  FAILURE  TO ACT  CONSTITUTED  THE
NEGLIGENCE OF A PERSON,  INCLUDING THE PERSON FOR WHOM  EXCULPATION  IS SOUGHT  HEREUNDER) ON BEHALF OF THE COMPANY
WITHIN THE SCOPE OF THE  AUTHORITY  CONFERRED ON THE PERSON  DESCRIBED IN THIS  AGREEMENT OR BY LAW UNLESS SUCH ACT
OR OMISSION WAS PERFORMED OR OMITTED  FRAUDULENTLY OR CONSTITUTED  GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT.  TO THE
EXTENT THAT, AT LAW OR IN EQUITY,  THE MANAGERS,  THE MEMBER,  OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER HAVE DUTIES  (INCLUDING  FIDUCIARY  DUTIES) AND LIABILITIES  RELATING TO THE COMPANY,  THE
MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE  OF THE COMPANY OR OF THE MEMBER  ACTING  UNDER
THIS  AGREEMENT  SHALL NOT BE LIABLE TO THE  COMPANY OR THE MEMBER FOR THEIR  RELIANCE  ON THE  PROVISIONS  OF THIS
AGREEMENT.  THE  PROVISIONS  OF THIS  AGREEMENT,  TO THE  EXTENT  THAT  THEY  EXPAND OR  RESTRICT  THE  DUTIES  AND
LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
OTHERWISE  EXISTING AT LAW OR IN EQUITY,  ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS OF SECTION 18-1101
OF THE ACT TO REPLACE  SUCH  OTHER  DUTIES  AND  LIABILITIES  OF THE  MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,
DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.



15.           Indemnification.



     (a)           The Company  shall  indemnify  any person who was or is a party or is threatened to be made a party to any
threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  by reason of the fact that such person is or was, at any time prior to or during  which this Section 15
 is in effect,  a Manager,  an Officer  or Member of the  Company,  or is or was,  at any time prior to or during
which this Section 15 is in effect,  serving at the request of the Company, as a manager,  director or officer of a
corporation,  partnership,  limited liability company,  joint venture,  trust, other enterprise or employee benefit
plan against  reasonable  expenses  (including  attorneys'  fees),  judgments,  fines,  penalties,  amounts paid in
settlement and other  liabilities  actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law.



     (b)           Expenses  incurred by a person who is or was a Manager,  an Officer or Member of the Company in  appearing
at, participating in or defending any threatened,  pending or completed action, suit or proceeding,  whether civil,
criminal,  administrative or investigative,  shall be paid by the Company at reasonable intervals in advance of the
final  disposition  of such  action,  suit or  proceeding  upon  receipt of an  undertaking  by or on behalf of the
Member,  Officer or Manager to repay such amount if it shall  ultimately be  determined  that he is not entitled to
be indemnified  by the Company as authorized by this Section 15. The  indemnification  and  advancement of expenses
provided  by  this  Section  15  shall  not be  deemed  exclusive  of any  other  rights  to  which  those  seeking
indemnification  or advancement of expenses may be or become entitled under any law, this  Agreement,  the decision
of the Board of Managers,  or the Member or otherwise,  or under any policy or policies of insurance  purchased and
maintained  by the  Company on behalf of any such  person,  both as to action in his  official  capacity  and as to
action in another  capacity  while  holding such office,  and shall  continue as to a person who has ceased to be a
manager,  officer or member and shall  inure to the  benefit of the heirs,  executors  and  administrators  of such
person.



     (c)           The rights  provided by this  Section 15 are for the  benefit of the persons  referred to herein and their
respective  heirs,  executors  and  administrators  and shall be legally  enforceable  against  the Company by such
persons (who shall be presumed to have relied on such rights in  undertaking  or  continuing  any of the  positions
referred to herein) or by their  respective  heirs,  executors and  administrators.  No amendment to or restatement
of this  Section 15, or merger,  consolidation,  conversion  or  reorganization  of the  Company,  shall impair the
rights of  indemnification  provided  by this  Section 15 with  respect to any action or failure to act, or alleged
action or failure to act,  occurring or alleged to have  occurred  prior to such  amendment,  restatement,  merger,
consolidation, conversion or reorganization.



16.           Mergers and  Exchanges.     Subject to the  requirements  of the Act, the Company may be a party to a merger,
consolidation, share or interest exchange or other transaction authorized by the Act.



17.           Amendments to this Agreement.     The power to alter,  amend,  restate,  or repeal this Agreement or to adopt
a new limited  liability  company  agreement  is vested in the Member.  This  Agreement  may be amended,  modified,
supplemented or restated in any manner permitted by applicable law and approved by the Member.



18.           Governing  Law.     This  Agreement  shall be  governed  by, and  construed  under,  the laws of the State of
Delaware (without regard to principles of conflict of laws), all rights and remedies being governed by said laws.





        IN
WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly
executed this Agreement to be effective as of June 3, 2003. 





                                                      TORO PARTNERS, LP


 


 By:  Upstate Energy Inc., its sole general partner


 


  By: /s/ B. H. Hale


   Name:    B. H. Hale


   Title:      President













EX-99
23
ex99-21.htm
99-21



 Ex99-21 to 2003 Form U5S 




Ex99-21



STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATION

FILED 09:00 AM 09/14/1999

991382534 - 3096113





                                             
CERTIFICATE OF FORMATION



                                                        OF



                                       TORO ENERGY OF OHIO - STATEWIDE, LLC




        This Certificate of Formation of  Toro Energy of
Ohio - Statewide, LLC (the "LLC") is being duly executed
and filed by Paul Kaden as an authorized person to form a limited liability company under the Delaware
 Limited
Liability Company Act (6 Del.C § 18-101, et seq.).



        FIRST:  The name of the limited liability
company formed hereby is Toro Energy of Ohio-Statewide, LLC.



        SECOND:  The address of the registered
office of the LLC in the State of Delaware is:


                                                          
CorpAmerica, Inc.

                                                         30 Old Rudnick Lane

                                                        Dover, Delaware 19901



        THIRD:  The name and address of the registered agent for service of process on the LLC in the state of
                         Delaware are:



                                                 
CorpAmerica, Inc.

                                                30 Old Rudnick Lane

                                               Dover, Delaware 19901



        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 9th day of September,
1999.



                                                              /s/ Paul Kaden
                                                              PAUL KADEN,
                                                              an authorized person









EX-99
24
ex99-22.htm
99-22



 Ex99-22 to 2003 Form U5S 




Ex99-22



                                           
CERTIFICATE OF AMENDMENT



                                                      OF



                                     TORO ENERGY OF OHIO - STATEWIDE, LLC





        1.  The name of the limited liability
company is Toro Energy of Ohio - Statewide, LLC.


        2.  The Certificate of Formation of the
 limited liability company is hereby amended as follows:



        That the  registered  office  of the  corporation
 in the  State of  Delaware  is  hereby  changed  to
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle.



        That the registered agent of the corporation is hereby changed to THE CORPORATION  TRUST COMPANY,  the
business address of which is identical to the aforementioned registered office as changed.



        IN WITNESS  WHEREOF,  the  undersigned  has executed this  Certificate of Amendment of Toro Energy of Ohio, LLC
the 24th day of July, 2003.






                                                              /s/ Kevin D. Cotter
                                                              Kevin D. Cotter
                                                              Authorized Person







                                                                                
State of Delaware

                                                                                             Secretary of State

                                                                                       Division of Corporations

                                                                                 Delivered 08:06 PM  07/29/2003

                                                                                   FILED 07:27 PM ON 07/29/2003

                                                                           SRV 030495706 - 3096113 FILE








EX-99
25
ex99-23.htm
99-23



Ex99-23 to 2003 Form U5S





Ex99-23




AMENDED AND
RESTATED
LIMITED
LIABILITY COMPANY AGREEMENT


OF


TORO ENERGY
OF OHIO-STATEWIDE, LLC



        This
Amended and Restated Limited Liability Company Agreement (this
“Agreement”) of Toro Energy of Ohio-Statewide, LLC, a Delaware
limited liability company (the “Company”), is entered into by
Toro Partners, LP, a Texas limited partnership (“Toro
Partners”), pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del.C. § 18-101, et seq.) (the
“Act”), for the regulation and management of the Company. 



W I T N E S
S E T H




        WHEREAS,
the Company was formed on September 14, 1999, when its Certificate of Formation
was filed with the Secretary of State of the State of Delaware; 



        WHEREAS,
Toro Partners adopted that certain Amended and Restated Limited Liability
Company Agreement of Toro Energy of Ohio-Statewide, LLC, dated September 30,
1999 (the “Original Agreement”), for the regulation and management of
the Company; and 



        WHEREAS,
Toro Partners, being the sole member of the Company, desires to amend and
restate the Original Agreement in its entirety. 



        NOW,
THEREFORE, in consideration of the premises, Toro Partners hereby amends and
restates the Original Agreement as follows: 



1.            Name.     The name of the limited liability company is Toro Energy of Ohio-Statewide, LLC.



2.            Purpose.     The purpose for which the Company is organized  is to transact  any and all lawful  business for
which  limited  liability  companies  may be  formed  under the Act and  which is not  forbidden  by the law of the
jurisdiction in which the Company engages in that business.



3.            Registered  Office;  Registered  Agent.     The registered  office and registered agent of the Company in the
State of Delaware  shall be as specified in the  Certificate of Formation (the  "Certificate  of Formation")  filed
with the Secretary of State of the State of Delaware.  The Board of Managers may change the  registered  office and
the registered agent at such times as the Board of Managers determines appropriate in any manner provided by law.



4.            Principal  Office.     The  principal  office of the  Company  (at which the books and records of the Company
shall be  maintained)  shall be at such  place as the Board of  Managers  may  designate,  which need not be in the
State of Delaware.  The Company may have such other offices as the Board of Managers may designate.



5.            Member.



     (a)           The term "Member" as used in this Agreement  means Toro Partners,  in its capacity as a member (as defined
in the Act) of the Company,  and any person hereafter  admitted to the Company as a member,  but such term does not
include any person who has ceased to be a member of the  Company.  The name and the mailing  address of the initial
Member are as follows:




                            Toro Partners, LP

                            10 Lafayette Square

                            Buffalo, NY  14203





     (b)           The Member shall not cease to be a member of the Company  upon the  occurrence  of any event  described in
Section 18-304 of the Act.



6.            Powers.     The  Company  shall  have  the  power  and  authority  to take  any and  all  actions  necessary,
appropriate,  proper,  advisable,  convenient or incidental to or for the  furtherance of the purposes set forth in
Section 2, including any and all powers set forth in the Act.



7.            Term.     The term of the Company  commenced  on the date of the filing of the  Certificate  of  Formation in
the Office of the  Secretary  of State of the State of  Delaware  and shall be  perpetual,  unless it is  dissolved
sooner as a result of: (a) the written  election of the Member,  (b) the entry of a decree of judicial  dissolution
under  Section  18-802 of the Act,  or (c) the  occurrence  of an event that  causes  there to be no members of the
Company,  unless the Company is continued in accordance  with the Act. No other event shall cause a dissolution  of
the Company.



8.            Capital  Contributions.     The Member shall make capital  contributions  to the Company at such times and in
such amounts as determined by the Member in its sole discretion.  All capital  contributions  made by the Member to
the Company shall be credited to the Member's account.



9.            Distributions.     The  Company  shall  make  cash  distributions  to the  Member  at such  times and in such
amounts as may be determined by the Board of Managers.  The Company may make non-cash  distributions  to the Member
at such  times  and in such  forms  as may be  determined  by the  Board of  Managers.  Notwithstanding  any  other
provision of this Agreement,  neither the Company,  nor the Board of Managers on behalf of the Company,  shall make
a distribution to the Member if such distribution would violate the Act or other applicable law.



10.           Management.     Subject to the  provisions of the Act and any  limitations  in this Agreement as to action to
be authorized or approved by the Member,  all management  powers over the business and affairs of the Company shall
be exclusively  vested in a board of managers (the "Board of Managers"),  comprised of a number of individuals  (no
less than 2) (each,  a  "Manager")  determined  by the Member and each of whom shall be  appointed  by the  Member.
Collectively,  the Managers  shall  constitute  "managers" of the Company  within the meaning of the Act. The Board
of Managers may delegate  certain of its powers to officers (the  "Officers"),  who shall be agents of the Company.
Except as otherwise  specifically provided in this Agreement,  the authority and functions of the Board of Managers
and of the Officers  shall be identical to the  authority  and  functions of the board of directors  and  officers,
respectively,  of a corporation  organized under the Delaware General  Corporation  Law. Thus,  except as otherwise
specifically  provided in this  Agreement,  the  business  and affairs of the  Company  shall be managed  under the
direction  of the Board of  Managers,  and the  day-to-day  activities  of the Company  shall be  conducted  on the
Company's  behalf by the  Officers.  In  addition to the powers  that now or  hereafter  may be granted to managers
under the Act and to all other powers granted under any other  provision of this  Agreement,  the Board of Managers
(subject  to Section 11 of this  Agreement)  and the  Officers  (subject  to Section 12 of this  Agreement  and the
direction  of the Board of  Managers)  shall have full power and  authority to do all things on such terms as they,
in their sole  discretion,  may deem necessary or appropriate  to conduct,  or cause to be conducted,  the business
and affairs of the  Company.  The Member,  by virtue of its status of a member of the  Company,  shall not have any
management  power over the  business  and  affairs of the  Company or actual or  apparent  authority  to enter into
contracts on behalf of, or to otherwise bind, the Company.



11.           Board of Managers.



     (a)           Election  and Removal of  Managers.     Upon  election by the Member,  each  Manager  shall hold office until
death,  disability,  resignation  or removal at any time at the pleasure of the Member.  If a vacancy occurs on the
Board of Managers,  the Member shall elect a successor so that the Board of Managers  remains fully  constituted at
all times.



     (b)           Meetings and Approval Requirements.



          (i)           Regular  Meetings.     Regular  meetings of the Board of Managers  shall be held as the Board of Managers may
determine  and,  if so  determined,  no notice  thereof  need be given.  Special  meetings of the Board of Managers
shall be held at the written request of any Manager.



          (ii)          Telephonic  Meetings.     Any meeting of the Board of Managers may be held by  conference  telephone  call or
through similar  communications  equipment by means of which all persons  participating  in the meeting are able to
hear each other.  Participation  in a  telephonic  or  videographic  meeting held  pursuant to this  section  shall
constitute presence in person at such meeting.



          (iii)         Notices.     Notices of regularly  scheduled  meetings of the Board of Managers shall not be required  unless
the time or place of a particular  regular  meeting is other than as set forth in the schedule of regular  meetings
previously  approved by the Board of Managers.  Notices of special  meetings  shall be required and shall state the
place,  date and hour of the  meeting  and the  purpose  or  purposes  for which the  meeting  is  called.  Special
meetings  shall be held at the address  specified  in the notice of such meeting or at such other place as shall be
agreed by the  Managers.  Notice of a special  meeting  shall be given in writing to each Manager not less than two
(2) nor  more  than  fifteen  (15)  days  before  the date of the  meeting.  Managers  may  waive  in  writing  the
requirements for notice before,  at or after the special meeting  involved.  The presence of a Manager at a meeting
shall constitute waiver of notice unless said Manager expressly states otherwise at the outset of such meeting.



          (iv)          Quorum.     At each meeting of the Board of Managers,  the presence in person or by electronic  means, as the
case may be, of a majority of the  Managers  shall be  necessary  to  constitute  a quorum for the  transaction  of
business by the Board of Managers.



          (v)           Approval  Requirements.     The Board of Managers may act either  through the presence of Managers  voting at
a meeting or by written  consent  without a meeting  as  described  in clause  (vi)  below.  In the case of actions
taken at a  meeting,  the  affirmative  vote of at  least a  majority  of the  Managers  present  in  person  or by
electronic  means,  as the case may be, and voting at a duly held  meeting of the Board of Managers  where a quorum
is present shall be necessary for any action of the Board of Managers.



          (vi)          Written  Consents.     Any action  required  or  permitted  to be taken at a meeting of the Board of Managers
may be taken  without a meeting,  without  prior  notice and  without a vote if a consent or  consents  in writing,
setting  forth the action so taken,  shall be signed by at least a majority of the Managers.  Such  consents  shall
be filed with the minutes of the proceedings of the Board of Managers.



          (vii)         Compensation  and  Reimbursement.     Except as determined by the Board of Managers,  no compensation or fees
shall be paid by the Company to any  individual  for serving as a Manager.  However,  Managers shall be entitled to
reimbursement by the Company for reasonable expenses incurred in attending meetings of the Board of Managers.



          (c)           Initial Managers.     The initial Managers, as of the effectiveness of this Agreement, are as follows:



                                            B. H. Hale



                                              R. J. Tanski



12.      Officers.



     (a)           Appointment and Tenure.



          (i)           The Officers of the Company  shall be comprised of one or more  individuals  designated  from time to time
by the Board of  Managers.  No Officer  need be a resident  of the State of  Delaware.  Officers of the Company are
not  "managers,"  as that term is used in the Act.  Each Officer shall hold his office for such term and shall have
such  authority and exercise  such powers and perform such duties as shall be  determined  from time to time by the
Board  of  Managers.  Any  number  of  offices  may  be  held  by  the  same  individual.  The  salaries  or  other
compensation,  if any, of the  Officers  and other  agents of the  Company  shall be fixed from time to time by the
Board of Managers.



          (ii)          The Officers of the Company may be comprised of a  president,  a secretary  and a treasurer.  The Board of
Managers may also  designate one or more vice  presidents,  assistant  secretaries  and assistant  treasurers.  The
Board of Managers may designate  such other  Officers and assistant  officers and agents as the Managers shall deem
necessary.



     (b)           Removal.     Any  Officer  may be  removed  as such at any time by the  Board  of  Managers,  either  with or
without cause, in the discretion of the Board of Managers.



     (c)           President.     The president,  if one is  designated,  shall be the chief  executive  officer of the Company,
shall have general and active  management of the day-to-day  business and affairs of the Company as authorized from
time to time by the Board of Managers and shall be  authorized  and directed to implement  all orders,  resolutions
and business plans adopted by the Board of Managers.



     (d)           Vice Presidents.     The vice  presidents,  if any are designated,  in the order of their  seniority,  unless
otherwise  determined by the Board of Managers,  shall, in the absence or disability of the president,  perform the
duties and have the  authority and exercise the powers of the  president.  They shall perform such other duties and
have such other authority and powers as the Board of Managers may from time to time prescribe.



     (e)           Secretary;  Assistant  Secretaries.     The secretary,  if one is  designated,  shall perform such duties and
have such powers as the Board of Managers may from time to time prescribe.  The assistant  secretaries,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  secretary,  perform the duties and exercise the powers of the  secretary.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



     (f)           Treasurer;  Assistant  Treasurers.     The  treasurer,  if one  is  designated,  shall  have  custody  of the
Company's  funds and  securities and shall keep full and accurate  accounts and records of receipts,  disbursements
and other  transactions in books belonging to the Company,  and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such  depositories  as may be  designated  from time to time by the
Board of  Managers.  The  treasurer  shall  disburse  the funds of the  Company  as may be  ordered by the Board of
Managers,  taking  proper  vouchers  for such  disbursements,  and  shall  render  the  president  and the Board of
Managers,  when so directed,  an account of all his transactions as treasurer and of the financial condition of the
Company.  The  treasurer  shall  perform  such other duties and have such other powers as the Board of Managers may
from time to time  prescribe.  If required by the Board of Managers,  the  treasurer  shall give the Company a bond
of such type,  character  and amount as the Board of Managers may require.  The  assistant  treasurers,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  treasurer,  perform the duties and exercise the powers of the  treasurer.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



13.          Powers of Execution.



     (a)           Checks  and  Notes.     All checks and other  demands  for money and notes and any other  instrument  for the
payment of money  shall be signed on behalf of the  Company by such  Officer or by such other  person or persons as
the Board of Managers  may from time to time  designate.  The  signature  of such  Officer or any such other person
may be a facsimile if so authorized by the Board of Managers.



     (b)           Contracts and Deeds.     All  contracts,  deeds and  instruments  shall be signed on behalf of the Company by
such Officer or by such other person or persons as the Board of Managers may from time to time designate.



     (c)           Interests  in Other  Entities.     All shares of stock,  partnership  interests,  limited  liability  company
interests or other  interests  owned by the Company in other  entities shall be voted or  represented,  as the case
may be, on behalf of the  Company by such  Officer or such other  person or persons as shall be  designated  by the
Board of Managers.



14.           Exculpation.     NEITHER  THE  MANAGERS,  THE  MEMBER,  NOR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER,  SHALL BE LIABLE,  RESPONSIBLE  OR  ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR
THE  MEMBER  FOR ANY  ACTION  TAKEN OR  FAILURE  TO ACT (EVEN IF SUCH  ACTION OR  FAILURE  TO ACT  CONSTITUTED  THE
NEGLIGENCE OF A PERSON,  INCLUDING THE PERSON FOR WHOM  EXCULPATION  IS SOUGHT  HEREUNDER) ON BEHALF OF THE COMPANY
WITHIN THE SCOPE OF THE  AUTHORITY  CONFERRED ON THE PERSON  DESCRIBED IN THIS  AGREEMENT OR BY LAW UNLESS SUCH ACT
OR OMISSION WAS PERFORMED OR OMITTED  FRAUDULENTLY OR CONSTITUTED  GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT.  TO THE
EXTENT THAT, AT LAW OR IN EQUITY,  THE MANAGERS,  THE MEMBER,  OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER HAVE DUTIES  (INCLUDING  FIDUCIARY  DUTIES) AND LIABILITIES  RELATING TO THE COMPANY,  THE
MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE  OF THE COMPANY OR OF THE MEMBER  ACTING  UNDER
THIS  AGREEMENT  SHALL NOT BE LIABLE TO THE  COMPANY OR THE MEMBER FOR THEIR  RELIANCE  ON THE  PROVISIONS  OF THIS
AGREEMENT.  THE  PROVISIONS  OF THIS  AGREEMENT,  TO THE  EXTENT  THAT  THEY  EXPAND OR  RESTRICT  THE  DUTIES  AND
LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
OTHERWISE  EXISTING AT LAW OR IN EQUITY,  ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS OF SECTION 18-1101
OF THE ACT TO REPLACE  SUCH  OTHER  DUTIES  AND  LIABILITIES  OF THE  MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,
DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.



15.          Indemnification.



     (a)           The Company  shall  indemnify  any person who was or is a party or is threatened to be made a party to any
threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  by reason of the fact that such person is or was, at any time prior to or during  which this Section 15
is in effect,  a Manager,  an Officer  or Member of the  Company,  or is or was,  at any time prior to or during
which this Section 15 is in effect,  serving at the request of the Company, as a manager,  director or officer of a
corporation,  partnership,  limited liability company,  joint venture,  trust, other enterprise or employee benefit
plan against  reasonable  expenses  (including  attorneys'  fees),  judgments,  fines,  penalties,  amounts paid in
settlement and other  liabilities  actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law.



     (b)           Expenses  incurred by a person who is or was a Manager,  an Officer or Member of the Company in  appearing
at, participating in or defending any threatened,  pending or completed action, suit or proceeding,  whether civil,
criminal,  administrative or investigative,  shall be paid by the Company at reasonable intervals in advance of the
final  disposition  of such  action,  suit or  proceeding  upon  receipt of an  undertaking  by or on behalf of the
Member,  Officer or Manager to repay such amount if it shall  ultimately be  determined  that he is not entitled to
be indemnified  by the Company as authorized by this Section 15. The  indemnification  and  advancement of expenses
provided  by  this  Section  15  shall  not be  deemed  exclusive  of any  other  rights  to  which  those  seeking
indemnification  or advancement of expenses may be or become entitled under any law, this  Agreement,  the decision
of the Board of Managers,  or the Member or otherwise,  or under any policy or policies of insurance  purchased and
maintained  by the  Company on behalf of any such  person,  both as to action in his  official  capacity  and as to
action in another  capacity  while  holding such office,  and shall  continue as to a person who has ceased to be a
manager,  officer or member and shall  inure to the  benefit of the heirs,  executors  and  administrators  of such
person.



     (c)           The rights  provided by this  Section 15 are for the  benefit of the persons  referred to herein and their
respective  heirs,  executors  and  administrators  and shall be legally  enforceable  against  the Company by such
persons (who shall be presumed to have relied on such rights in  undertaking  or  continuing  any of the  positions
referred to herein) or by their  respective  heirs,  executors and  administrators.  No amendment to or restatement
of this  Section 15, or merger,  consolidation,  conversion  or  reorganization  of the  Company,  shall impair the
rights of  indemnification  provided  by this  Section 15 with  respect to any action or failure to act, or alleged
action or failure to act,  occurring or alleged to have  occurred  prior to such  amendment,  restatement,  merger,
consolidation, conversion or reorganization.



16.           Mergers and  Exchanges.     Subject to the  requirements  of the Act, the Company may be a party to a merger,
consolidation, share or interest exchange or other transaction authorized by the Act.



17.           Amendments to this Agreement.     The power to alter,  amend,  restate,  or repeal this Agreement or to adopt
a new limited  liability  company  agreement  is vested in the Member.  This  Agreement  may be amended,  modified,
supplemented or restated in any manner permitted by applicable law and approved by the Member.



18.           Governing  Law.     This  Agreement  shall be  governed  by, and  construed  under,  the laws of the State of
Delaware (without regard to principles of conflict of laws), all rights and remedies being governed by said laws.





        IN
WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly
executed this Agreement to be effective as of June 3, 2003. 






                                                      TORO PARTNERS, LP


 


 By:  Upstate Energy Inc., its sole general partner


 


  By: /s/ B. H. Hale


   Name:    B. H. Hale


   Title:      President














EX-99
26
ex99-24.htm
99-24



 Ex99-24 to 2003 Form U5S 




Ex99-24



                                                                                                  
STATE OF DELAWARE

                                                                                                 SECRETARY OF STATE

                                                                                           DIVISION OF CORPORATIONS

                                                                                          FILED 09:00 AM 09/14/1999

                                                                                                991382508 - 3096105





                                             
CERTIFICATE OF FORMATION



                                                        OF



                                             TORO ENERGY OF OHIO, LLC




        This Certificate of Formation of  Toro Energy of Ohio, LLC (the "LLC") is being duly executed and filed
by Paul Kaden as an authorized person to form a limited liability company under the Delaware Limited Liability
Company Act (6 Del.C § 18-101, et seq.).



        FIRST:  The name of the limited liability
company formed hereby is Toro Energy of Ohio, LLC.



        SECOND:  The address of the registered
office of the LLC in the State of Delaware is:



                                
CorpAmerica, Inc.

                               30 Old Rudnick Lane

                              Dover, Delaware 19901




        THIRD:  The name and address of the registered agent for service of process on the LLC in the state of
                         Delaware are:



                                                 
CorpAmerica, Inc.

                                                30 Old Rudnick Lane

                                               Dover, Delaware 19901




        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 1st day of September,
1999.




                                                              /s/ Paul Kaden
                                                              PAUL KADEN,
                                                              an authorized person








EX-99
27
ex99-25.htm
99-25



 Ex99-25 of 2003 Form U5S 




Ex99-25



                                             
CERTIFICATE OF AMENDMENT



                                                        OF



                                             TORO ENERGY OF OHIO, LLC





        1.  The name of the limited liability
company is Toro Energy of Ohio, LLC.


        2.  The Certificate of Formation of the
 limited liability company is hereby amended as follows:



        That the  registered  office of the  corporation in
the State of Delaware is hereby changed to Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle.



        That the  registered  agent of the  corporation is
hereby changed to THE  CORPORATION  TRUST COMPANY,  the
business address of which is identical to the aforementioned registered office as changed.



        IN WITNESS  WHEREOF,  the  undersigned  has
 executed this  Certificate of Amendment of Toro Energy of Ohio, LLC this
24th  day of July, 2003.




                                                              /s/ Kevin D. Cotter
                                                              Kevin D. Cotter
                                                              Authorized Person





                                                                  
State of Delaware

                                                                                Secretary of State

                                                                          Division of Corporations

                                                                    Delivered 08:07 PM  07/29/2003

                                                                      FILED 07:26 PM ON 07/29/2003

                                                          SRV 030495702 - 3096105 FILE








EX-99
28
ex99-26.htm
99-26



Ex99-26 to 2003 Form U5S




Ex99-26



AMENDED AND
RESTATED
LIMITED
LIABILITY COMPANY AGREEMENT


OF

TORO ENERGY
OF OHIO, LLC



        This
Amended and Restated Limited Liability Company Agreement (this
“Agreement”) of Toro Energy of Ohio, LLC, a Delaware limited
liability company (the “Company”), is entered into by Toro
Partners, LP, a Texas limited partnership (“Toro Partners”),
pursuant to and in accordance with the Delaware Limited Liability Company Act
(6 Del.C. § 18-101, et seq.) (the
“Act”), for the regulation and management of the Company. 



W I T N E S
S E T H



        WHEREAS,
the Company was formed on September 14, 1999, when its Certificate of Formation
was filed with the Secretary of State of the State of Delaware; 



        WHEREAS,
Toro Partners adopted that certain Amended and Restated Limited Liability
Company Agreement of Toro Energy of Ohio, LLC, dated September 30, 1999 (the
“Original Agreement”), for the regulation and management of the
Company; and 



        WHEREAS,
Toro Partners, being the sole member of the Company, desires to amend and
restate the Original Agreement in its entirety. 



        NOW,
THEREFORE, in consideration of the premises, Toro Partners hereby amends and
restates the Original Agreement as follows: 



1.            Name.     The name of the limited liability company is Toro Energy of Ohio, LLC.



2.            Purpose.     The purpose for which the Company is organized  is to transact  any and all lawful  business for
which  limited  liability  companies  may be  formed  under the Act and  which is not  forbidden  by the law of the
jurisdiction in which the Company engages in that business.



3.            Registered  Office;  Registered  Agent.     The registered  office and registered agent of the Company in the
State of Delaware  shall be as specified in the  Certificate of Formation (the  "Certificate  of Formation")  filed
with the Secretary of State of the State of Delaware.  The Board of Managers may change the  registered  office and
the registered agent at such times as the Board of Managers determines appropriate in any manner provided by law.



4.            Principal  Office.     The  principal  office of the  Company  (at which the books and records of the Company
shall be  maintained)  shall be at such  place as the Board of  Managers  may  designate,  which need not be in the
State of Delaware.  The Company may have such other offices as the Board of Managers may designate.



5.            Member.



     (a)           The term "Member" as used in this Agreement  means Toro Partners,  in its capacity as a member (as defined
in the Act) of the Company,  and any person hereafter  admitted to the Company as a member,  but such term does not
include any person who has ceased to be a member of the  Company.  The name and the mailing  address of the initial
Member are as follows:



                            Toro Partners, LP

                            10 Lafayette Square

                            Buffalo, NY  14203




     (b)           The Member shall not cease to be a member of the Company  upon the  occurrence  of any event  described in
Section 18-304 of the Act.



6.            Powers.     The  Company  shall  have  the  power  and  authority  to take  any and  all  actions  necessary,
appropriate,  proper,  advisable,  convenient or incidental to or for the  furtherance of the purposes set forth in
Section 2, including any and all powers set forth in the Act.



7.            Term.     The term of the Company  commenced  on the date of the filing of the  Certificate  of  Formation in
the Office of the  Secretary  of State of the State of  Delaware  and shall be  perpetual,  unless it is  dissolved
sooner as a result of: (a) the written  election of the Member,  (b) the entry of a decree of judicial  dissolution
under  Section  18-802 of the Act,  or (c) the  occurrence  of an event that  causes  there to be no members of the
Company,  unless the Company is continued in accordance  with the Act. No other event shall cause a dissolution  of
the Company.



8.            Capital  Contributions.     The Member shall make capital  contributions  to the Company at such times and in
such amounts as determined by the Member in its sole discretion.  All capital  contributions  made by the Member to
the Company shall be credited to the Member's account.



9.            Distributions.     The  Company  shall  make  cash  distributions  to the  Member  at such  times and in such
amounts as may be determined by the Board of Managers.  The Company may make non-cash  distributions  to the Member
at such  times  and in such  forms  as may be  determined  by the  Board of  Managers.  Notwithstanding  any  other
provision of this Agreement,  neither the Company,  nor the Board of Managers on behalf of the Company,  shall make
a distribution to the Member if such distribution would violate the Act or other applicable law.



10.            Management.     Subject to the  provisions of the Act and any  limitations  in this Agreement as to action to
be authorized or approved by the Member,  all management  powers over the business and affairs of the Company shall
be exclusively  vested in a board of managers (the "Board of Managers"),  comprised of a number of individuals  (no
less than 2) (each,  a  "Manager")  determined  by the Member and each of whom shall be  appointed  by the  Member.
Collectively,  the Managers  shall  constitute  "managers" of the Company  within the meaning of the Act. The Board
of Managers may delegate  certain of its powers to officers (the  "Officers"),  who shall be agents of the Company.
Except as otherwise  specifically provided in this Agreement,  the authority and functions of the Board of Managers
and of the Officers  shall be identical to the  authority  and  functions of the board of directors  and  officers,
respectively,  of a corporation  organized under the Delaware General  Corporation  Law. Thus,  except as otherwise
specifically  provided in this  Agreement,  the  business  and affairs of the  Company  shall be managed  under the
direction  of the Board of  Managers,  and the  day-to-day  activities  of the Company  shall be  conducted  on the
Company's  behalf by the  Officers.  In  addition to the powers  that now or  hereafter  may be granted to managers
under the Act and to all other powers granted under any other  provision of this  Agreement,  the Board of Managers
(subject  to Section 11 of this  Agreement)  and the  Officers  (subject  to Section 12 of this  Agreement  and the
direction  of the Board of  Managers)  shall have full power and  authority to do all things on such terms as they,
in their sole  discretion,  may deem necessary or appropriate  to conduct,  or cause to be conducted,  the business
and affairs of the  Company.  The Member,  by virtue of its status of a member of the  Company,  shall not have any
management  power over the  business  and  affairs of the  Company or actual or  apparent  authority  to enter into
contracts on behalf of, or to otherwise bind, the Company.



11.           Board of Managers.



     (a)           Election  and Removal of  Managers.     Upon  election by the Member,  each  Manager  shall hold office until
death,  disability,  resignation  or removal at any time at the pleasure of the Member.  If a vacancy occurs on the
Board of Managers,  the Member shall elect a successor so that the Board of Managers  remains fully  constituted at
all times.



     (b)           Meetings and Approval Requirements.



          (i)           Regular  Meetings.     Regular  meetings of the Board of Managers  shall be held as the Board of Managers may
determine  and,  if so  determined,  no notice  thereof  need be given.  Special  meetings of the Board of Managers
shall be held at the written request of any Manager.



          (ii)          Telephonic  Meetings.     Any meeting of the Board of Managers may be held by  conference  telephone  call or
through similar  communications  equipment by means of which all persons  participating  in the meeting are able to
hear each other.  Participation  in a  telephonic  or  videographic  meeting held  pursuant to this  section  shall
constitute presence in person at such meeting.



          (iii)         Notices.     Notices of regularly  scheduled  meetings of the Board of Managers shall not be required  unless
the time or place of a particular  regular  meeting is other than as set forth in the schedule of regular  meetings
previously  approved by the Board of Managers.  Notices of special  meetings  shall be required and shall state the
place,  date and hour of the  meeting  and the  purpose  or  purposes  for which the  meeting  is  called.  Special
meetings  shall be held at the address  specified  in the notice of such meeting or at such other place as shall be
agreed by the  Managers.  Notice of a special  meeting  shall be given in writing to each Manager not less than two
(2) nor  more  than  fifteen  (15)  days  before  the date of the  meeting.  Managers  may  waive  in  writing  the
requirements for notice before,  at or after the special meeting  involved.  The presence of a Manager at a meeting
shall constitute waiver of notice unless said Manager expressly states otherwise at the outset of such meeting.



          (iv)          Quorum.    At each meeting of the Board of Managers,  the presence in person or by electronic  means, as the
case may be, of a majority of the  Managers  shall be  necessary  to  constitute  a quorum for the  transaction  of
business by the Board of Managers.



          (v)           Approval  Requirements.     The Board of Managers may act either  through the presence of Managers  voting at
a meeting or by written  consent  without a meeting  as  described  in clause  (vi)  below.  In the case of actions
taken at a  meeting,  the  affirmative  vote of at  least a  majority  of the  Managers  present  in  person  or by
electronic  means,  as the case may be, and voting at a duly held  meeting of the Board of Managers  where a quorum
is present shall be necessary for any action of the Board of Managers.



          (vi)          Written  Consents.     Any action  required  or  permitted  to be taken at a meeting of the Board of Managers
may be taken  without a meeting,  without  prior  notice and  without a vote if a consent or  consents  in writing,
setting  forth the action so taken,  shall be signed by at least a majority of the Managers.  Such  consents  shall
be filed with the minutes of the proceedings of the Board of Managers.



          (vii)         Compensation  and  Reimbursement.     Except as determined by the Board of Managers,  no compensation or fees
shall be paid by the Company to any  individual  for serving as a Manager.  However,  Managers shall be entitled to
reimbursement by the Company for reasonable expenses incurred in attending meetings of the Board of Managers.



     (c)           Initial Managers.     The initial Managers, as of the effectiveness of this Agreement, are as follows:



                                            B. H. Hale



                                              R. J. Tanski




12.           Officers.



     (a)           Appointment and Tenure.



          (i)           The Officers of the Company  shall be comprised of one or more  individuals  designated  from time to time
by the Board of  Managers.  No Officer  need be a resident  of the State of  Delaware.  Officers of the Company are
not  "managers,"  as that term is used in the Act.  Each Officer shall hold his office for such term and shall have
such  authority and exercise  such powers and perform such duties as shall be  determined  from time to time by the
Board  of  Managers.  Any  number  of  offices  may  be  held  by  the  same  individual.  The  salaries  or  other
compensation,  if any, of the  Officers  and other  agents of the  Company  shall be fixed from time to time by the
Board of Managers.



          (ii)          The Officers of the Company may be comprised of a  president,  a secretary  and a treasurer.  The Board of
Managers may also  designate one or more vice  presidents,  assistant  secretaries  and assistant  treasurers.  The
Board of Managers may designate  such other  Officers and assistant  officers and agents as the Managers shall deem
necessary.



     (b)           Removal.     Any  Officer  may be  removed  as such at any time by the  Board  of  Managers,  either  with or
without cause, in the discretion of the Board of Managers.



     (c)            President.     The president,  if one is  designated,  shall be the chief  executive  officer of the Company,
shall have general and active  management of the day-to-day  business and affairs of the Company as authorized from
time to time by the Board of Managers and shall be  authorized  and directed to implement  all orders,  resolutions
and business plans adopted by the Board of Managers.



     (d)           Vice Presidents.     The vice  presidents,  if any are designated,  in the order of their  seniority,  unless
otherwise  determined by the Board of Managers,  shall, in the absence or disability of the president,  perform the
duties and have the  authority and exercise the powers of the  president.  They shall perform such other duties and
have such other authority and powers as the Board of Managers may from time to time prescribe.



     (e)           Secretary;  Assistant  Secretaries.     The secretary,  if one is  designated,  shall perform such duties and
have such powers as the Board of Managers may from time to time prescribe.  The assistant  secretaries,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  secretary,  perform the duties and exercise the powers of the  secretary.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



     (f)           Treasurer;  Assistant  Treasurers.  The  treasurer,  if one  is  designated,  shall  have  custody  of the
Company's  funds and  securities and shall keep full and accurate  accounts and records of receipts,  disbursements
and other  transactions in books belonging to the Company,  and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such  depositories  as may be  designated  from time to time by the
Board of  Managers.  The  treasurer  shall  disburse  the funds of the  Company  as may be  ordered by the Board of
Managers,  taking  proper  vouchers  for such  disbursements,  and  shall  render  the  president  and the Board of
Managers,  when so directed,  an account of all his transactions as treasurer and of the financial condition of the
Company.  The  treasurer  shall  perform  such other duties and have such other powers as the Board of Managers may
from time to time  prescribe.  If required by the Board of Managers,  the  treasurer  shall give the Company a bond
of such type,  character  and amount as the Board of Managers may require.  The  assistant  treasurers,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  treasurer,  perform the duties and exercise the powers of the  treasurer.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



13.           Powers of Execution.



     (a)           Checks  and  Notes.     All checks and other  demands  for money and notes and any other  instrument  for the
payment of money  shall be signed on behalf of the  Company by such  Officer or by such other  person or persons as
the Board of Managers  may from time to time  designate.  The  signature  of such  Officer or any such other person
may be a facsimile if so authorized by the Board of Managers.



     (b)           Contracts and Deeds.     All  contracts,  deeds and  instruments  shall be signed on behalf of the Company by
such Officer or by such other person or persons as the Board of Managers may from time to time designate.



     (c)           Interests  in Other  Entities.     All shares of stock,  partnership  interests,  limited  liability  company
interests or other  interests  owned by the Company in other  entities shall be voted or  represented,  as the case
may be, on behalf of the  Company by such  Officer or such other  person or persons as shall be  designated  by the
Board of Managers.



14.           Exculpation.     NEITHER  THE  MANAGERS,  THE  MEMBER,  NOR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER,  SHALL BE LIABLE,  RESPONSIBLE  OR  ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR
THE  MEMBER  FOR ANY  ACTION  TAKEN OR  FAILURE  TO ACT (EVEN IF SUCH  ACTION OR  FAILURE  TO ACT  CONSTITUTED  THE
NEGLIGENCE OF A PERSON,  INCLUDING THE PERSON FOR WHOM  EXCULPATION  IS SOUGHT  HEREUNDER) ON BEHALF OF THE COMPANY
WITHIN THE SCOPE OF THE  AUTHORITY  CONFERRED ON THE PERSON  DESCRIBED IN THIS  AGREEMENT OR BY LAW UNLESS SUCH ACT
OR OMISSION WAS PERFORMED OR OMITTED  FRAUDULENTLY OR CONSTITUTED  GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT.  TO THE
EXTENT THAT, AT LAW OR IN EQUITY,  THE MANAGERS,  THE MEMBER,  OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER HAVE DUTIES  (INCLUDING  FIDUCIARY  DUTIES) AND LIABILITIES  RELATING TO THE COMPANY,  THE
MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE  OF THE COMPANY OR OF THE MEMBER  ACTING  UNDER
THIS  AGREEMENT  SHALL NOT BE LIABLE TO THE  COMPANY OR THE MEMBER FOR THEIR  RELIANCE  ON THE  PROVISIONS  OF THIS
AGREEMENT.  THE  PROVISIONS  OF THIS  AGREEMENT,  TO THE  EXTENT  THAT  THEY  EXPAND OR  RESTRICT  THE  DUTIES  AND
LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
OTHERWISE  EXISTING AT LAW OR IN EQUITY,  ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS OF SECTION 18-1101
OF THE ACT TO REPLACE  SUCH  OTHER  DUTIES  AND  LIABILITIES  OF THE  MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,
DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.



15.           Indemnification.



     (a)           The Company  shall  indemnify  any person who was or is a party or is threatened to be made a party to any
threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  by reason of the fact that such person is or was, at any time prior to or during  which this Section
15 is in effect,  a Manager,  an Officer  or Member of the  Company,  or is or was,  at any time prior to or during
which this Section 15 is in effect,  serving at the request of the Company, as a manager,  director or officer of a
corporation,  partnership,  limited liability company,  joint venture,  trust, other enterprise or employee benefit
plan against  reasonable  expenses  (including  attorneys'  fees),  judgments,  fines,  penalties,  amounts paid in
settlement and other  liabilities  actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law.



     (b)           Expenses  incurred by a person who is or was a Manager,  an Officer or Member of the Company in  appearing
at, participating in or defending any threatened,  pending or completed action, suit or proceeding,  whether civil,
criminal,  administrative or investigative,  shall be paid by the Company at reasonable intervals in advance of the
final  disposition  of such  action,  suit or  proceeding  upon  receipt of an  undertaking  by or on behalf of the
Member,  Officer or Manager to repay such amount if it shall  ultimately be  determined  that he is not entitled to
be indemnified  by the Company as authorized by this Section 15. The  indemnification  and  advancement of expenses
provided  by  this  Section  15  shall  not be  deemed  exclusive  of any  other  rights  to  which  those  seeking
indemnification  or advancement of expenses may be or become entitled under any law, this  Agreement,  the decision
of the Board of Managers,  or the Member or otherwise,  or under any policy or policies of insurance  purchased and
maintained  by the  Company on behalf of any such  person,  both as to action in his  official  capacity  and as to
action in another  capacity  while  holding such office,  and shall  continue as to a person who has ceased to be a
manager,  officer or member and shall  inure to the  benefit of the heirs,  executors  and  administrators  of such
person.



     (c)           The rights  provided by this  Section 15 are for the  benefit of the persons  referred to herein and their
respective  heirs,  executors  and  administrators  and shall be legally  enforceable  against  the Company by such
persons (who shall be presumed to have relied on such rights in  undertaking  or  continuing  any of the  positions
referred to herein) or by their  respective  heirs,  executors and  administrators.  No amendment to or restatement
of this  Section 15, or merger,  consolidation,  conversion  or  reorganization  of the  Company,  shall impair the
rights of  indemnification  provided  by this  Section 15 with  respect to any action or failure to act, or alleged
action or failure to act,  occurring or alleged to have  occurred  prior to such  amendment,  restatement,  merger,
consolidation, conversion or reorganization.



16.           Mergers and  Exchanges.     Subject to the  requirements  of the Act, the Company may be a party to a merger,
consolidation, share or interest exchange or other transaction authorized by the Act.



17.           Amendments to this Agreement.     The power to alter,  amend,  restate,  or repeal this Agreement or to adopt
a new limited  liability  company  agreement  is vested in the Member.  This  Agreement  may be amended,  modified,
supplemented or restated in any manner permitted by applicable law and approved by the Member.



18.           Governing  Law.     This  Agreement  shall be  governed  by, and  construed  under,  the laws of the State of
Delaware (without regard to principles of conflict of laws), all rights and remedies being governed by said laws.





        IN
WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly
executed this Agreement to be effective as of June 3, 2003. 






                                                      TORO PARTNERS, LP


 


 By:  Upstate Energy Inc., its sole general partner


 


  By: /s/ B. H. Hale


   Name:    B. H. Hale


   Title:      President











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Ex99-27




STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/14/1999

991382469 - 3096098




                                             
CERTIFICATE OF FORMATION



                                                        OF



                                           TORO ENERGY OF KENTUCKY, LLC




     This Certificate of Formation of  Toro Energy of Ohio, LLC (the "LLC") is being duly executed and filed by Paul
Kaden as an authorized person to form a limited liability company under the Delaware Limited Liability Company
Act (6 Del.C § 18-101, et seq.).





        FIRST:     The name of the limited liability company formed hereby is Toro Energy of Kentucky, LLC.

        SECOND:    The address of the registered office of the LLC in the State of Delaware is:

                                CorpAmerica, Inc.
                               30 Old Rudnick Lane
                              Dover, Delaware 19901

        THIRD:     The name and address of the registered agent for service of process on the LLC in the state of
                   Delaware are:

                                CorpAmerica, Inc.
                               30 Old Rudnick Lane
                              Dover, Delaware 19901

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 1st day of September,
1999.

                                                              /s/ PAUL KADEN
                                                              PAUL KADEN,
                                                              an authorized person









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Ex99-28





                                                                                              State of Delaware
                                                                                             Secretary of State
                                                                                       Division of Corporations
                                                                                 Delivered 08:07 PM  07/29/2003
                                                                                   FILED 07:25 PM ON 07/29/2003
                                                                                   SRV 030495699 - 3096098 FILE



                                           CERTIFICATE OF AMENDMENT

                                                      OF

                                         TORO ENERGY OF KENTUCKY, LLC


      1.       The name of the limited liability company is Toro Energy of Ohio, LLC.

      2.       The Certificate of Formation of the limited liability company is hereby amended as follows:

        That the  registered  office  of the  corporation  in the  State of  Delaware  is  hereby  changed  to
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle.

        That the registered agent of the corporation is hereby changed to THE CORPORATION  TRUST COMPANY,  the
business address of which is identical to the aforementioned registered office as changed.

        IN WITNESS  WHEREOF,  the  undersigned  has executed this  Certificate of Amendment of Toro Energy of Ohio, LLC
this 24th  day of July, 2003.



                                                              /s/ Kevin D. Cotter
                                                              Kevin D. Cotter
                                                              Authorized Person













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Ex99-29




AMENDED AND
RESTATED


LIMITED
LIABILITY COMPANY AGREEMENT


OF


TORO ENERGY
OF KENTUCKY, LLC



        This
Amended and Restated Limited Liability Company Agreement (this
“Agreement”) of Toro Energy of Kentucky, LLC, a Delaware
limited liability company (the “Company”), is entered into by
Toro Partners, LP, a Texas limited partnership (“Toro
Partners”), pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del.C. § 18-101, et seq.) (the
“Act”), for the regulation and management of the Company. 



W I T N E S
S E T H



        WHEREAS,
the Company was formed on September 1, 1999, when its Certificate of Formation
was filed with the Secretary of State of the State of Delaware; 



        WHEREAS,
Toro Partners adopted that certain Amended and Restated Limited Liability
Company Agreement of Toro Energy of Kentucky, LLC, dated September 30, 1999 (the
“Original Agreement”), for the regulation and management of the
Company; and 



        WHEREAS,
Toro Partners, being the sole member of the Company, desires to amend and
restate the Original Agreement in its entirety. 



        NOW,
THEREFORE, in consideration of the premises, Toro Partners hereby amends and
restates the Original Agreement as follows: 



1.            Name.     The name of the limited liability company is Toro Energy of Kentucky, LLC.



2.            Purpose.     The purpose for which the Company is organized  is to transact  any and all lawful  business for
which  limited  liability  companies  may be  formed  under the Act and  which is not  forbidden  by the law of the
jurisdiction in which the Company engages in that business.



3.            Registered  Office;  Registered  Agent.     The registered  office and registered agent of the Company in the
State of Delaware  shall be as specified in the  Certificate of Formation (the  "Certificate  of Formation")  filed
with the Secretary of State of the State of Delaware.  The Board of Managers may change the  registered  office and
the registered agent at such times as the Board of Managers determines appropriate in any manner provided by law.



4.            Principal  Office.     The  principal  office of the  Company  (at which the books and records of the Company
shall be  maintained)  shall be at such  place as the Board of  Managers  may  designate,  which need not be in the
State of Delaware.  The Company may have such other offices as the Board of Managers may designate.



5.            Member.



     (a)           The term "Member" as used in this Agreement  means Toro Partners,  in its capacity as a member (as defined
in the Act) of the Company,  and any person hereafter  admitted to the Company as a member,  but such term does not
include any person who has ceased to be a member of the  Company.  The name and the mailing  address of the initial
Member are as follows:



                            Toro Partners, LP

                            10 Lafayette Square

                            Buffalo, NY  14203




     (b)           The Member shall not cease to be a member of the Company  upon the  occurrence  of any event  described in
Section 18-304 of the Act.



6.            Powers.     The  Company  shall  have  the  power  and  authority  to take  any and  all  actions  necessary,
appropriate,  proper,  advisable,  convenient or incidental to or for the  furtherance of the purposes set forth in
Section 2, including any and all powers set forth in the Act.



7.            Term.     The term of the Company  commenced  on the date of the filing of the  Certificate  of  Formation in
the Office of the  Secretary  of State of the State of  Delaware  and shall be  perpetual,  unless it is  dissolved
sooner as a result of: (a) the written  election of the Member,  (b) the entry of a decree of judicial  dissolution
under  Section  18-802 of the Act,  or (c) the  occurrence  of an event that  causes  there to be no members of the
Company,  unless the Company is continued in accordance  with the Act. No other event shall cause a dissolution  of
the Company.



8.            Capital  Contributions.     The Member shall make capital  contributions  to the Company at such times and in
such amounts as determined by the Member in its sole discretion.  All capital  contributions  made by the Member to
the Company shall be credited to the Member's account.



9.            Distributions.     The  Company  shall  make  cash  distributions  to the  Member  at such  times and in such
amounts as may be determined by the Board of Managers.  The Company may make non-cash  distributions  to the Member
at such  times  and in such  forms  as may be  determined  by the  Board of  Managers.  Notwithstanding  any  other
provision of this Agreement,  neither the Company,  nor the Board of Managers on behalf of the Company,  shall make
a distribution to the Member if such distribution would violate the Act or other applicable law.



10.           Management.     Subject to the  provisions of the Act and any  limitations  in this Agreement as to action to
be authorized or approved by the Member,  all management  powers over the business and affairs of the Company shall
be exclusively  vested in a board of managers (the "Board of Managers"),  comprised of a number of individuals  (no
less than 2) (each,  a  "Manager")  determined  by the Member and each of whom shall be  appointed  by the  Member.
Collectively,  the Managers  shall  constitute  "managers" of the Company  within the meaning of the Act. The Board
of Managers may delegate  certain of its powers to officers (the  "Officers"),  who shall be agents of the Company.
Except as otherwise  specifically provided in this Agreement,  the authority and functions of the Board of Managers
and of the Officers  shall be identical to the  authority  and  functions of the board of directors  and  officers,
respectively,  of a corporation  organized under the Delaware General  Corporation  Law. Thus,  except as otherwise
specifically  provided in this  Agreement,  the  business  and affairs of the  Company  shall be managed  under the
direction  of the Board of  Managers,  and the  day-to-day  activities  of the Company  shall be  conducted  on the
Company's  behalf by the  Officers.  In  addition to the powers  that now or  hereafter  may be granted to managers
under the Act and to all other powers granted under any other  provision of this  Agreement,  the Board of Managers
(subject  to Section 11 of this  Agreement)  and the  Officers  (subject  to Section 12 of this  Agreement  and the
direction  of the Board of  Managers)  shall have full power and  authority to do all things on such terms as they,
in their sole  discretion,  may deem necessary or appropriate  to conduct,  or cause to be conducted,  the business
and affairs of the  Company.  The Member,  by virtue of its status of a member of the  Company,  shall not have any
management  power over the  business  and  affairs of the  Company or actual or  apparent  authority  to enter into
contracts on behalf of, or to otherwise bind, the Company.



11.          Board of Managers.



     (a)           Election  and Removal of  Managers.     Upon  election by the Member,  each  Manager  shall hold office until
death,  disability,  resignation  or removal at any time at the pleasure of the Member.  If a vacancy occurs on the
Board of Managers,  the Member shall elect a successor so that the Board of Managers  remains fully  constituted at
all times.



     (b)           Meetings and Approval Requirements.



          (i)           Regular  Meetings.    Regular  meetings of the Board of Managers  shall be held as the Board of Managers may
determine  and,  if so  determined,  no notice  thereof  need be given.  Special  meetings of the Board of Managers
shall be held at the written request of any Manager.



          (ii)          Telephonic  Meetings.     Any meeting of the Board of Managers may be held by  conference  telephone  call or
through similar  communications  equipment by means of which all persons  participating  in the meeting are able to
hear each other.  Participation  in a  telephonic  or  videographic  meeting held  pursuant to this  section  shall
constitute presence in person at such meeting.



          (iii)         Notices.     Notices of regularly  scheduled  meetings of the Board of Managers shall not be required  unless
the time or place of a particular  regular  meeting is other than as set forth in the schedule of regular  meetings
previously  approved by the Board of Managers.  Notices of special  meetings  shall be required and shall state the
place,  date and hour of the  meeting  and the  purpose  or  purposes  for which the  meeting  is  called.  Special
meetings  shall be held at the address  specified  in the notice of such meeting or at such other place as shall be
agreed by the  Managers.  Notice of a special  meeting  shall be given in writing to each Manager not less than two
(2) nor  more  than  fifteen  (15)  days  before  the date of the  meeting.  Managers  may  waive  in  writing  the
requirements for notice before,  at or after the special meeting  involved.  The presence of a Manager at a meeting
shall constitute waiver of notice unless said Manager expressly states otherwise at the outset of such meeting.



          (iv)          Quorum.     At each meeting of the Board of Managers,  the presence in person or by electronic  means, as the
case may be, of a majority of the  Managers  shall be  necessary  to  constitute  a quorum for the  transaction  of
business by the Board of Managers.



          (v)           Approval  Requirements.     The Board of Managers may act either  through the presence of Managers  voting at
a meeting or by written  consent  without a meeting  as  described  in clause  (vi)  below.  In the case of actions
taken at a  meeting,  the  affirmative  vote of at  least a  majority  of the  Managers  present  in  person  or by
electronic  means,  as the case may be, and voting at a duly held  meeting of the Board of Managers  where a quorum
is present shall be necessary for any action of the Board of Managers.



          (vi)          Written  Consents.     Any action  required  or  permitted  to be taken at a meeting of the Board of Managers
may be taken  without a meeting,  without  prior  notice and  without a vote if a consent or  consents  in writing,
setting  forth the action so taken,  shall be signed by at least a majority of the Managers.  Such  consents  shall
be filed with the minutes of the proceedings of the Board of Managers.



          (vii)         Compensation  and  Reimbursement.     Except as determined by the Board of Managers,  no compensation or fees
shall be paid by the Company to any  individual  for serving as a Manager.  However,  Managers shall be entitled to
reimbursement by the Company for reasonable expenses incurred in attending meetings of the Board of Managers.



     (c)           Initial Managers.     The initial Managers, as of the effectiveness of this Agreement, are as follows:



                                            B. H. Hale



                                              R. J. Tanski




12.           Officers.



     (a)           Appointment and Tenure.



          (i)           The Officers of the Company  shall be comprised of one or more  individuals  designated  from time to time
by the Board of  Managers.  No Officer  need be a resident  of the State of  Delaware.  Officers of the Company are
not  "managers,"  as that term is used in the Act.  Each Officer shall hold his office for such term and shall have
such  authority and exercise  such powers and perform such duties as shall be  determined  from time to time by the
Board  of  Managers.  Any  number  of  offices  may  be  held  by  the  same  individual.  The  salaries  or  other
compensation,  if any, of the  Officers  and other  agents of the  Company  shall be fixed from time to time by the
Board of Managers.



          (ii)          The Officers of the Company may be comprised of a  president,  a secretary  and a treasurer.  The Board of
Managers may also  designate one or more vice  presidents,  assistant  secretaries  and assistant  treasurers.  The
Board of Managers may designate  such other  Officers and assistant  officers and agents as the Managers shall deem
necessary.



     (b)           Removal.     Any  Officer  may be  removed  as such at any time by the  Board  of  Managers,  either  with or
without cause, in the discretion of the Board of Managers.



     (c)           President.     The president,  if one is  designated,  shall be the chief  executive  officer of the Company,
shall have general and active  management of the day-to-day  business and affairs of the Company as authorized from
time to time by the Board of Managers and shall be  authorized  and directed to implement  all orders,  resolutions
and business plans adopted by the Board of Managers.



     (d)           Vice Presidents.     The vice  presidents,  if any are designated,  in the order of their  seniority,  unless
otherwise  determined by the Board of Managers,  shall, in the absence or disability of the president,  perform the
duties and have the  authority and exercise the powers of the  president.  They shall perform such other duties and
have such other authority and powers as the Board of Managers may from time to time prescribe.



     (e)           Secretary;  Assistant  Secretaries.     The secretary,  if one is  designated,  shall perform such duties and
have such powers as the Board of Managers may from time to time prescribe.  The assistant  secretaries,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  secretary,  perform the duties and exercise the powers of the  secretary.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



     (f)           Treasurer;  Assistant  Treasurers.     The  treasurer,  if one  is  designated,  shall  have  custody  of the
Company's  funds and  securities and shall keep full and accurate  accounts and records of receipts,  disbursements
and other  transactions in books belonging to the Company,  and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such  depositories  as may be  designated  from time to time by the
Board of  Managers.  The  treasurer  shall  disburse  the funds of the  Company  as may be  ordered by the Board of
Managers,  taking  proper  vouchers  for such  disbursements,  and  shall  render  the  president  and the Board of
Managers,  when so directed,  an account of all his transactions as treasurer and of the financial condition of the
Company.  The  treasurer  shall  perform  such other duties and have such other powers as the Board of Managers may
from time to time  prescribe.  If required by the Board of Managers,  the  treasurer  shall give the Company a bond
of such type,  character  and amount as the Board of Managers may require.  The  assistant  treasurers,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  treasurer,  perform the duties and exercise the powers of the  treasurer.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



13.           Powers of Execution.



     (a)           Checks  and  Notes.     All checks and other  demands  for money and notes and any other  instrument  for the
payment of money  shall be signed on behalf of the  Company by such  Officer or by such other  person or persons as
the Board of Managers  may from time to time  designate.  The  signature  of such  Officer or any such other person
may be a facsimile if so authorized by the Board of Managers.



     (b)           Contracts and Deeds.     All  contracts,  deeds and  instruments  shall be signed on behalf of the Company by
such Officer or by such other person or persons as the Board of Managers may from time to time designate.



     (c)           Interests  in Other  Entities.     All shares of stock,  partnership  interests,  limited  liability  company
interests or other  interests  owned by the Company in other  entities shall be voted or  represented,  as the case
may be, on behalf of the  Company by such  Officer or such other  person or persons as shall be  designated  by the
Board of Managers.



14.           Exculpation.     NEITHER  THE  MANAGERS,  THE  MEMBER,  NOR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER,  SHALL BE LIABLE,  RESPONSIBLE  OR  ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR
THE  MEMBER  FOR ANY  ACTION  TAKEN OR  FAILURE  TO ACT (EVEN IF SUCH  ACTION OR  FAILURE  TO ACT  CONSTITUTED  THE
NEGLIGENCE OF A PERSON,  INCLUDING THE PERSON FOR WHOM  EXCULPATION  IS SOUGHT  HEREUNDER) ON BEHALF OF THE COMPANY
WITHIN THE SCOPE OF THE  AUTHORITY  CONFERRED ON THE PERSON  DESCRIBED IN THIS  AGREEMENT OR BY LAW UNLESS SUCH ACT
OR OMISSION WAS PERFORMED OR OMITTED  FRAUDULENTLY OR CONSTITUTED  GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT.  TO THE
EXTENT THAT, AT LAW OR IN EQUITY,  THE MANAGERS,  THE MEMBER,  OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER HAVE DUTIES  (INCLUDING  FIDUCIARY  DUTIES) AND LIABILITIES  RELATING TO THE COMPANY,  THE
MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE  OF THE COMPANY OR OF THE MEMBER  ACTING  UNDER
THIS  AGREEMENT  SHALL NOT BE LIABLE TO THE  COMPANY OR THE MEMBER FOR THEIR  RELIANCE  ON THE  PROVISIONS  OF THIS
AGREEMENT.  THE  PROVISIONS  OF THIS  AGREEMENT,  TO THE  EXTENT  THAT  THEY  EXPAND OR  RESTRICT  THE  DUTIES  AND
LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
OTHERWISE  EXISTING AT LAW OR IN EQUITY,  ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS OF SECTION 18-1101
OF THE ACT TO REPLACE  SUCH  OTHER  DUTIES  AND  LIABILITIES  OF THE  MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,
DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.



15.           Indemnification.



     (a)          The Company  shall  indemnify  any person who was or is a party or is threatened to be made a party to any
threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  by reason of the fact that such person is or was, at any time prior to or during  which this Section
15 is in effect,  a Manager,  an Officer  or Member of the  Company,  or is or was,  at any time prior to or during
which this Section 15 is in effect,  serving at the request of the Company, as a manager,  director or officer of a
corporation,  partnership,  limited liability company,  joint venture,  trust, other enterprise or employee benefit
plan against  reasonable  expenses  (including  attorneys'  fees),  judgments,  fines,  penalties,  amounts paid in
settlement and other  liabilities  actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law.



     (b)           Expenses  incurred by a person who is or was a Manager,  an Officer or Member of the Company in  appearing
at, participating in or defending any threatened,  pending or completed action, suit or proceeding,  whether civil,
criminal,  administrative or investigative,  shall be paid by the Company at reasonable intervals in advance of the
final  disposition  of such  action,  suit or  proceeding  upon  receipt of an  undertaking  by or on behalf of the
Member,  Officer or Manager to repay such amount if it shall  ultimately be  determined  that he is not entitled to
be indemnified  by the Company as authorized by this Section 15. The  indemnification  and  advancement of expenses
provided  by  this  Section  15  shall  not be  deemed  exclusive  of any  other  rights  to  which  those  seeking
indemnification  or advancement of expenses may be or become entitled under any law, this  Agreement,  the decision
of the Board of Managers,  or the Member or otherwise,  or under any policy or policies of insurance  purchased and
maintained  by the  Company on behalf of any such  person,  both as to action in his  official  capacity  and as to
action in another  capacity  while  holding such office,  and shall  continue as to a person who has ceased to be a
manager,  officer or member and shall  inure to the  benefit of the heirs,  executors  and  administrators  of such
person.



     (c)           The rights  provided by this  Section 15 are for the  benefit of the persons  referred to herein and their
respective  heirs,  executors  and  administrators  and shall be legally  enforceable  against  the Company by such
persons (who shall be presumed to have relied on such rights in  undertaking  or  continuing  any of the  positions
referred to herein) or by their  respective  heirs,  executors and  administrators.  No amendment to or restatement
of this  Section 15, or merger,  consolidation,  conversion  or  reorganization  of the  Company,  shall impair the
rights of  indemnification  provided  by this  Section 15 with  respect to any action or failure to act, or alleged
action or failure to act,  occurring or alleged to have  occurred  prior to such  amendment,  restatement,  merger,
consolidation, conversion or reorganization.



16.           Mergers and  Exchanges.     Subject to the  requirements  of the Act, the Company may be a party to a merger,
consolidation, share or interest exchange or other transaction authorized by the Act.



17.           Amendments to this Agreement.     The power to alter,  amend,  restate,  or repeal this Agreement or to adopt
a new limited  liability  company  agreement  is vested in the Member.  This  Agreement  may be amended,  modified,
supplemented or restated in any manner permitted by applicable law and approved by the Member.



18.           Governing  Law.     This  Agreement  shall be  governed  by, and  construed  under,  the laws of the State of
Delaware (without regard to principles of conflict of laws), all rights and remedies being governed by said laws.





        IN
WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly
executed this Agreement to be effective as of June 3, 2003. 





                                                      TORO PARTNERS, LP


 


 By:  Upstate Energy Inc., its sole general partner


 


  By: /s/ B. H. Hale


   Name:    B. H. Hale


   Title:      President












EX-99
32
ex99-30.htm
99-30



Ex99-30 to 2003 form U5S 




Ex99-30



FILED

In the Office of the

Secretary of State of Texas

JUL 21 1999

Corporations Section






                                           ARTICLES OF ORGANIZATION
                                                      OF
                                         TORO ENERGY OF MISSOURI, LLC

         I, the undersigned natural person of the age of eighteen (18) years or more, acting as the organizer
of a limited liability company (the ’Company“) under the Texas Limited Liability Company Act (the ’Act“), do
hereby adopt the following Articles of Organization for the Company

                                                   ARTICLE I

         The name of the Company is Toro Energy of Missouri, LLC.

                                                  ARTICLE II

         The period of duration of the Company is perpetual from the date of filing of these Articles of
Organization with the Secretary of the State of Texas, unless earlier dissolved in accordance with either the
Act or the provisions of the Regulations of the Company.

                                                  ARTICLE III

         The purpose for which the Company is organized is to transact any or all lawful business for which
limited liability companies may be organized under the Act.

                                                  ARTICLE IV

         The address of the principal place of business of the Company in the State of Texas, 4925 Greenville
Avenue, Suite 10, Dallas, Texas 75206.

                                                   ARTICLE V

         The name and address of the initial registered agent of the Company in the State of Texas is Paul
Kaden, 4925 Greenville Avenue, Suite 1022, Dallas, Texas  75206.


                                                  ARTICLE VI

         The Company is to be managed by a manager or managers.  The initial number of managers of the
Company is three (3).  The name and address of the persons who are to serve as the managers of the Company
until the first annual meeting of members of the Company or until such person(s) successors are elected and
qualified are as follows:

         Name                       Address
         Taylor Clark               4925 Greenville Avenue
                                    Suite 1022
                                    Dallas, Texas  75206

         Paul Kaden                 4925 Greenville Avenue
                                    Suite 1022
                                    Dallas, Texas  75206

         Clay Gordon                4925 Greenville Avenue
                                    Suite 1022
                                    Dallas, Texas  75206


                                                  ARTICLE VII

         The name and address of the organizer of the Company are as follows:  Paul Kaden, 492 Greenville
Avenue Suite 1022, Dallas, Texas  75206

                                                 ARTICLE VIII

         No person who is a manager of the Company shall be liable to the Company or its members for monetary
damages for the act or omission of that person in his or her capacity as a manager, except for liability of
that person for (i) a breach by that person of a duty of loyalty of a manager to the Company or its members
(ii) an act or omission not in good faith that constitutes a breach of duty of a manager to the Company,
(iii) an act or omission by that person that involves intentional misconduct, or a knowing violation of the
law, (iv) a transaction from which that person receives an improper benefit, whether or not the benefit
results from an action taken within the scope of the position of that person as a manager, or (v) an act or
omission for which the liability of that person is expressly provided for by an applicable statute.  If the
Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable
law is amended to authorize action further eliminating or limiting the liability of managers, then the
liability of a manager of the Company shall be eliminated or limited to the fullest extent permitted by the
Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable
law as so amended.

         Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any
right or protection of a person who is a manager that exists at the time of that repeal or modification.

                                  Remainder of Page Intentionally Left Blank.
                                          Signature Page(s) to Follow


Articles of Organization
TORO ENERGY OF MISSOURI LLC
d-670353-1


         IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of July, 1999


                                                     /s/ Paul Kaden
                                                     PAUL KADEN,
                                                     Organizer









EX-99
33
ex99-31.htm
99-31



Ex99-31 to 2003 Form U5S




Ex99-31






                                                                                         
FILED

                                                                          In the Office of the

                                                                   Secretary of State of Texas

                                                                                   JUL 30 2003

                                                                          Corporations Section



Office Of The Secretary Of State
Corporation Section
P.O. Box 13697
Austin, Texas 78711-3697





                                   CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.       The name of the entity is Toro Energy of Missouri, L.L.C.
         and the file number issued to the entity by the secretary of state is 0705347122

2.       The entity is: (Check one.)

         [ ]   a business corporation, which has authorized the changes
               indicated below through its board of directors or by an officer of the corporation so authorized by
               the board of directors, as provided by the Texas Business Corporation Act.

         [ ]   a non-profit corporation, which has authorized the changes
               indicated below through its board of directors or by an officer of the corporation so authorized by
               its board of directors, or through its members in whom management of the corporation is vested
               pursuant to article 2.14C, as provided by Texas Non-Profit Corporation Act.

         [x]   a limited liability company, which has authorized the
               changes indicated below through its members or managers, as provided by the Texas Limited Liability
               Company Act.

         [ ]   a limited partnership, which has authorized the changes
               indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

         [ ]   an out-of-state financial institution, which has authorized
               the changes indicated below in the manner provided under the laws governing its formation.

3.       The registered office address is PRESENTLY shown in the records of the Texas Secretary of State is
         4925 Greenville Avenue, Suite 1022, Dallas, TX  75206

     4.  [x]  A.   The address of the NEW registered office is: (Please provide street address, city,
            state and zip code.  The address must be in Texas.)

         1021 Main Street, Suite 1150, Houston, TX  77002

      OR [ ]  B.   The registered office address will not change.

5.       The name of the registered agent as PRESENTLY shows in the records of the Texas secretary of state is
         Paul Kaden

6.       [x]  A.   The name of the NEW registered agent is CT Corporation System

         [ ]  B.   The registered agent will not change.

7.       Following the changes shown above, the address of the registered office and the address of the office of
         the registered agent will continue to be identical, as required by law.

                                                     By:   /s/ Kevin D. Cotter
                                                     (A person authorized to sign
                                                      on behalf of the entity)

                                                   INSTRUCTIONS

1.       It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it
         currently appears on the records of the secretary of the state before submitting the statement for
         filing.  You also may e-mail an inquiry to corvinfo@sosstate.tc.us.  As information on out of state
         financial institutions is maintained on a separate database, a financial institution must call
         (512)463-5701 to verify registered agent and registered office information.  If the information on the
         form is inconsistent with the records of this office, the statement will be returned.

2.       You are required by law to provide a street address in item 4 unless the registered office is located in
         a city with a population of $5,000 or less.  The purpose of this requirement is to provide the public
         with notice of a physical location at which process may be served on the registered agent.  A statement
         submitted with a post office box address or a lock box address will not be filed.

3.       An authorized officer of the corporation or financial institution must sign the statement.  In the case
         of a limited liability company, an authorized member or manager of a limited liability company must sign
         the statement.   A general partner must sign the statement on behalf of a limited partnership.  A person
         commits an offense under the Texas Business Corporation Act the Texas Non-Profit Corporation Act or the 
         Texas Limited Liability Company Act if the person signs a document the person knows is false in any 
         material respect with the intent that the document be delivered to the secretary of state for filing.
         The offense is a Class A misdemeanor.

4.       Please attach the appropriate fee:

         Business Corporation                                                $15.00
         Financial Institution other than Credit Unions                       15.00
         Financial Institution that is a Credit Union                          5.00
         Non-Profit Corporation                                                5.00
         Limited Liability Company                                            10.00
         Limited Partnership                                                  50.00

         Personal checks and Master Card(R), Visa(R), and Discover(R)are accepted in payment of the filing fee.
         Checks or money orders must be payable through a U.S. bank or other financial institution and made
         payable to the secretary of state.  Fees paid by credit card are subject to a statutorily authorized
         processing cost of 2.1% of the total fees.

5.       Two copies of the form along with the filing fee should be mailed to the address shown in the heading of
         this form.  The delivery address is:  Secretary of State Statutory Filings Division, Corporation
         Section, James Earl Radder Office Building, 1019 Brazos, Austin, Texas  78701.  We will place one
         document on record and return a file stamped copy, if a duplicate copy is provided for such purposes.
         The telephone number is (512) 463-5555, TDD: (800)735-2989, FAX: (512)463-5709.

Form No. 401
Revised 9/99










EX-99
34
ex99-32.htm
99-32



Ex99-32 to 2003 Form U5S





Ex99-32



AMENDED AND
RESTATED


REGULATIONS


OF


TORO ENERGY OF
MISSOURI, LLC



         These Amended and Restated  Regulations  (these  "Regulations")  of Toro Energy of Missouri,  LLC, a Texas  limited  liability
company (the  "Company"),  is entered into by Toro Partners,  LP, a Texas limited  partnership  ("Toro  Partners"),  pursuant to and in
accordance  with the Texas Limited  Liability  Company Act (Texas  Revised Civil  Statutes  Article  1528n,  et seq.),  as amended (the
"Act"), for the regulation and management of the Company.

                                                          W I T N E S S E T H

         WHEREAS,  the Company was formed on July 21, 1999,  when its Articles of  Organization  were filed with the Secretary of State
of Texas;

         WHEREAS,  Toro  Partners  adopted  those  certain  Amended and Restated  Regulations  of Toro Energy of Missouri,  LLC,  dated
September 30, 1999 (the "Original Regulations"), for the regulation and management of the Company; and

         WHEREAS, Toro Partners,  being the sole member of the Company,  desires to amend and restate the Original Regulations in their
entirety.

         NOW,  THEREFORE,  in  consideration  of the premises,  Toro Partners  hereby amends and restates the Original  Regulations  as
follows:

1.       Name.  The name of the limited liability company is Toro Energy of Missouri, LLC.

2.       Purpose.  The  purpose  for which the  Company is  organized  is to transact  any and all lawful  business  for which  limited
liability  companies  may be formed  under the Act and  which is not  forbidden  by the law of the  jurisdiction  in which the  Company
engages in that business.

3.       Registered  Office;  Registered  Agent. The registered  office and registered agent of the Company in the State of Texas shall
be as specified in the Articles of  Organization  (the  "Articles")  filed with the Secretary of State of Texas.  The Board of Managers
may change the registered office and the registered agent at such times as the Board of Managers  determines  appropriate in any manner
provided by law.

4.       Principal  Office.  The principal  office of the Company (at which the books and records of the Company  shall be  maintained)
shall be at such place as the Board of  Managers  may  designate,  which need not be in the State of Texas.  The  Company may have such
other offices as the Board of Managers may designate.

5.       Member.  The term "Member" as used in these Regulations  means Toro Partners,  in its capacity as a member (within the meaning
of the Act) of the Company,  and any person  hereafter  admitted to the Company as a member,  but such term does not include any person
who has ceased to be a member of the Company.  The name and the mailing address of the initial Member are as follows:

                  Toro Partners, LP
                  10 Lafayette Square
                  Buffalo, NY  14203

6.       Powers.  The  Company  shall  have the  power  and  authority  to take any and all  actions  necessary,  appropriate,  proper,
advisable,  convenient  or incidental to or for the  furtherance  of the purposes set forth in Section 2,  including any and all powers
set forth in the Act.

7.       Term.  The term of the Company  commenced  on the date of the filing of the  Articles in the Office of the  Secretary of State
of Texas and shall be perpetual,  unless it is dissolved sooner as a result of: (a) the written  election of the Member,  (b) the entry
of a decree of judicial  dissolution  under  Article  6.02 of the Act,  or (c) the  occurrence  of an event that causes  there to be no
members of the Company,  unless the Company is continued in accordance  with the Act. No other event shall cause a  dissolution  of the
Company.

8.       Capital  Contributions.  The Member  shall make  capital  contributions  to the  Company at such times and in such  amounts as
determined  by the Member in its sole  discretion.  All capital  contributions  made by the Member to the Company  shall be credited to
the Member's account.

9.       Distributions.  The  Company  shall  make cash  distributions  to the  Member  at such  times  and in such  amounts  as may be
determined  by the Board of  Managers.  The Company may make  non-cash  distributions  to the Member at such times and in such forms as
may be determined by the Board of Managers.  Notwithstanding  any other provision of these  Regulations,  neither the Company,  nor the
Board of Managers on behalf of the Company,  shall make a  distribution  to the Member if such  distribution  would  violate the Act or
other applicable law.

10.      Management.  Subject to the provisions of the Act and any  limitations  in these  Regulations as to action to be authorized or
approved by the Member,  all management  powers over the business and affairs of the Company shall be exclusively  vested in a board of
managers  (the "Board of  Managers"),  comprised of a number of  individuals  (no less than 2) (each,  a "Manager")  determined  by the
Member and each of whom shall be appointed  by the Member.  Collectively,  the  Managers  shall  constitute  "managers"  of the Company
within the meaning of the Act. The Board of Managers  may delegate  certain of its powers to officers  (the  "Officers"),  who shall be
agents of the Company.  Except as otherwise  specifically  provided in these  Regulations,  the authority and functions of the Board of
Managers and of the Officers  shall be identical to the authority  and functions of the board of directors and officers,  respectively,
of a  corporation  organized  under the Texas  Business  Corporation  Act.  Thus,  except as otherwise  specifically  provided in these
Regulations,  the  business  and  affairs of the  Company  shall be  managed  under the  direction  of the Board of  Managers,  and the
day-to-day  activities of the Company shall be conducted on the  Company's  behalf by the Officers.  In addition to the powers that now
or hereafter may be granted to managers under the Act and to all other powers granted under any other  provision of these  Regulations,
the Board of Managers  (subject to Section 11 of these  Regulations) and the Officers  (subject to Section 12 of these  Regulations and
the  direction of the Board of  Managers)  shall have full power and  authority  to do all things on such terms as they,  in their sole
discretion,  may deem  necessary or  appropriate  to conduct,  or cause to be conducted,  the business and affairs of the Company.  The
Member,  by virtue of its status of a member of the Company,  shall not have any management  power over the business and affairs of the
Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company.

11.      Board of Managers.

(a)      Election and Removal of  Managers.  Upon  election by the Member,  each  Manager  shall hold office  until death,  disability,
resignation  or removal at any time at the  pleasure of the Member.  If a vacancy  occurs on the Board of  Managers,  the Member  shall
elect a successor so that the Board of Managers remains fully constituted at all times.

(b)      Meetings and Approval Requirements.

(i)      Regular  Meetings.  Regular  meetings of the Board of Managers shall be held as the Board of Managers may determine and, if so
determined,  no notice thereof need be given.  Special  meetings of the Board of Managers  shall be held at the written  request of any
Manager.

(ii)     Telephonic  Meetings.  Any  meeting of the Board of  Managers  may be held by  conference  telephone  call or through  similar
communications  equipment by means of which all persons  participating  in the meeting are able to hear each other.  Participation in a
telephonic or videographic meeting held pursuant to this section shall constitute presence in person at such meeting.

(iii)    Notices.  Notices of regularly  scheduled  meetings of the Board of Managers shall not be required unless the time or place of
a  particular  regular  meeting is other than as set forth in the  schedule  of regular  meetings  previously  approved by the Board of
Managers.  Notices of special  meetings  shall be required  and shall state the place,  date and hour of the meeting and the purpose or
purposes  for which the meeting is called.  Special  meetings  shall be held at the address  specified in the notice of such meeting or
at such other  place as shall be agreed by the  Managers.  Notice of a special  meeting  shall be given in writing to each  Manager not
less than two (2) nor more than fifteen (15) days before the date of the meeting.  Managers may waive in writing the  requirements  for
notice before,  at or after the special  meeting  involved.  The presence of a Manager at a meeting shall  constitute  waiver of notice
unless said Manager expressly states otherwise at the outset of such meeting.

(iv)     Quorum.  At each meeting of the Board of Managers,  the presence in person or by  electronic  means,  as the case may be, of a
majority of the Managers shall be necessary to constitute a quorum for the transaction of business by the Board of Managers.

(v)      Approval  Requirements.  The Board of  Managers  may act either  through the  presence  of Managers  voting at a meeting or by
written consent without a meeting as described in clause (vi) below.  In the case of actions taken at a meeting,  the affirmative  vote
of at least a  majority  of the  Managers  present  in person or by  electronic  means,  as the case may be,  and voting at a duly held
meeting of the Board of Managers where a quorum is present shall be necessary for any action of the Board of Managers.

(vi)     Written  Consents.  Any action  required or permitted to be taken at a meeting of the Board of Managers may be taken without a
meeting,  without  prior  notice and without a vote if a consent or consents in writing,  setting  forth the action so taken,  shall be
signed by at least a majority  of the  Managers.  Such  consents  shall be filed with the  minutes of the  proceedings  of the Board of
Managers.

(vii)    Compensation and  Reimbursement.  Except as determined by the Board of Managers,  no compensation or fees shall be paid by the
Company to any  individual  for  serving as a Manager.  However,  Managers  shall be  entitled  to  reimbursement  by the  Company  for
reasonable expenses incurred in attending meetings of the Board of Managers.

(c)      Initial Managers.  The initial Managers, as of the effectiveness of these Regulations, are as follows:

                                            B. H. Hale

                                            R. J. Tanski

12.      Officers.

(a)      Appointment and Tenure.

(i)      The  Officers  of the Company  shall be  comprised  of one or more  individuals  designated  from time to time by the Board of
Managers.  No Officer  need be a resident of the State of Texas.  Officers of the Company are not  "managers,"  as that term is used in
the Act.  Each Officer  shall hold his office for such term and shall have such  authority  and  exercise  such powers and perform such
duties as shall be  determined  from time to time by the Board of Managers.  Any number of offices may be held by the same  individual.
The salaries or other  compensation,  if any, of the  Officers and other agents of the Company  shall be fixed from time to time by the
Board of Managers.

(ii)     The  Officers of the Company may be  comprised of a  president,  a secretary  and a treasurer.  The Board of Managers may also
designate one or more vice  presidents,  assistant  secretaries  and  assistant  treasurers.  The Board of Managers may designate  such
other Officers and assistant officers and agents as the Managers shall deem necessary.

(b)      Removal.  Any  Officer  may be removed as such at any time by the Board of  Managers,  either  with or without  cause,  in the
discretion of the Board of Managers.

(c)      President.  The president,  if one is designated,  shall be the chief executive officer of the Company, shall have general and
active  management of the day-to-day  business and affairs of the Company as authorized  from time to time by the Board of Managers and
shall be authorized and directed to implement all orders, resolutions and business plans adopted by the Board of Managers.

(d)      Vice Presidents.  The vice presidents,  if any are designated,  in the order of their seniority,  unless otherwise  determined
by the Board of  Managers,  shall,  in the  absence or  disability  of the  president,  perform the duties and have the  authority  and
exercise the powers of the  president.  They shall  perform such other duties and have such other  authority and powers as the Board of
Managers may from time to time prescribe.

(e)      Secretary;  Assistant  Secretaries.  The secretary,  if one is  designated,  shall perform such duties and have such powers as
the Board of  Managers  may from time to time  prescribe.  The  assistant  secretaries,  if any are  designated,  in the order of their
seniority,  unless  otherwise  determined by the Board of Managers,  shall, in the absence or disability of the secretary,  perform the
duties and  exercise  the powers of the  secretary.  They shall  perform  such other  duties and have such other powers as the Board of
Managers may from time to time prescribe.

(f)      Treasurer;  Assistant  Treasurers.  The  treasurer,  if one is  designated,  shall  have  custody of the  Company's  funds and
securities and shall keep full and accurate accounts and records of receipts,  disbursements and other  transactions in books belonging
to the  Company,  and shall  deposit  all  moneys  and other  valuable  effects  in the name and to the  credit of the  Company in such
depositories  as may be designated  from time to time by the Board of Managers.  The treasurer  shall disburse the funds of the Company
as may be ordered by the Board of Managers,  taking  proper  vouchers for such  disbursements,  and shall render the  president and the
Board of Managers,  when so directed,  an account of all his  transactions as treasurer and of the financial  condition of the Company.
The  treasurer  shall  perform such other  duties and have such other powers as the Board of Managers may from time to time  prescribe.
If required by the Board of Managers,  the treasurer  shall give the Company a bond of such type,  character and amount as the Board of
Managers may require. The assistant  treasurers,  if any are designated,  in the order of their seniority,  unless otherwise determined
by the Board of Managers,  shall,  in the absence or  disability  of the  treasurer,  perform the duties and exercise the powers of the
treasurer.  They shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

13.      Powers of Execution.

(a)      Checks and Notes.  All checks and other  demands for money and notes and any other  instrument  for the payment of money shall
be signed on behalf of the Company by such  Officer or by such other  person or persons as the Board of Managers  may from time to time
designate.  The signature of such Officer or any such other person may be a facsimile if so authorized by the Board of Managers.

(b)      Contracts  and Deeds.  All  contracts,  deeds and  instruments  shall be signed on behalf of the Company by such Officer or by
such other person or persons as the Board of Managers may from time to time designate.

(c)      Interests  in Other  Entities.  All shares of stock,  partnership  interests,  limited  liability  company  interests or other
interests  owned by the Company in other entities shall be voted or  represented,  as the case may be, on behalf of the Company by such
Officer or such other person or persons as shall be designated by the Board of Managers.

14.      Exculpation.  NEITHER  THE  MANAGERS,  THE  MEMBER,  NOR ANY OWNER,  OFFICER,  DIRECTOR  OR  EMPLOYEE OF THE COMPANY OR OF THE
MEMBER,  SHALL BE LIABLE,  RESPONSIBLE  OR  ACCOUNTABLE  IN DAMAGES OR  OTHERWISE  TO THE COMPANY OR THE MEMBER FOR ANY ACTION TAKEN OR
FAILURE  TO ACT (EVEN IF SUCH  ACTION OR  FAILURE  TO ACT  CONSTITUTED  THE  NEGLIGENCE  OF A PERSON,  INCLUDING  THE  PERSON  FOR WHOM
EXCULPATION  IS SOUGHT  HEREUNDER)  ON BEHALF OF THE COMPANY  WITHIN THE SCOPE OF THE  AUTHORITY  CONFERRED ON THE PERSON  DESCRIBED IN
THESE  REGULATIONS  OR BY LAW UNLESS SUCH ACT OR OMISSION WAS PERFORMED OR OMITTED  FRAUDULENTLY  OR  CONSTITUTED  GROSS  NEGLIGENCE OR
WILLFUL  MISCONDUCT.  TO THE EXTENT THAT, AT LAW OR IN EQUITY, THE MANAGERS,  THE MEMBER, OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE
OF THE COMPANY OR OF THE MEMBER HAVE DUTIES (INCLUDING  FIDUCIARY DUTIES) AND LIABILITIES  RELATING TO THE COMPANY,  THE MANAGERS,  THE
MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER ACTING UNDER THESE REGULATIONS SHALL NOT BE LIABLE
TO THE COMPANY OR THE MEMBER FOR THEIR RELIANCE ON THE PROVISIONS OF THESE  REGULATIONS.  THE PROVISIONS OF THESE  REGULATIONS,  TO THE
EXTENT  THAT THEY  EXPAND OR  RESTRICT  THE DUTIES AND  LIABILITIES  OF THE  MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR
EMPLOYEE OF THE COMPANY OR THE MEMBER  OTHERWISE  EXISTING AT LAW OR IN EQUITY,  ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS
OF ARTICLE 2.20 OF THE ACT TO REPLACE SUCH OTHER DUTIES AND  LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR
OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.

15.      Indemnification.

(a)      The Company shall  indemnify any person who was or is a party or is threatened to be made a party to any  threatened,  pending
or completed  action,  suit or proceeding,  whether civil,  criminal,  administrative  or investigative by reason of the fact that such
person is or was, at any time prior to or during  which this Section 15 is in effect,  a Manager,  an Officer or Member of the Company,
or is or was, at any time prior to or during which this Section 15 is in effect,  serving at the request of the Company,  as a manager,
director or officer of a corporation,  partnership,  limited  liability  company,  joint venture,  trust,  other enterprise or employee
benefit plan against reasonable expenses  (including  attorneys' fees),  judgments,  fines,  penalties,  amounts paid in settlement and
other  liabilities  actually and  reasonably  incurred by such person in  connection  with such action,  suit or proceeding to the full
extent permitted by law.

(b)      Expenses incurred by a person who is or was a Manager,  an Officer or Member of the Company in appearing at,  participating in
or  defending  any  threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative,  shall be paid by the Company at  reasonable  intervals  in advance of the final  disposition  of such  action,  suit or
proceeding  upon  receipt of an  undertaking  by or on behalf of the  Member,  Officer  or  Manager  to repay  such  amount if it shall
ultimately  be  determined  that  he is not  entitled  to be  indemnified  by the  Company  as  authorized  by  this  Section  15.  The
indemnification  and  advancement  of expenses  provided by this Section 15 shall not be deemed  exclusive of any other rights to which
those seeking  indemnification or advancement of expenses may be or become entitled under any law, these  Regulations,  the decision of
the Board of  Managers,  or the Member or  otherwise,  or under any policy or policies of insurance  purchased  and  maintained  by the
Company on behalf of any such person,  both as to action in his official  capacity and as to action in another  capacity  while holding
such  office,  and shall  continue  as to a person who has ceased to be a manager,  officer or member and shall inure to the benefit of
the heirs, executors and administrators of such person.

(c)      The rights  provided  by this  Section 15 are for the benefit of the persons  referred to herein and their  respective  heirs,
executors  and  administrators  and shall be legally  enforceable  against the Company by such  persons  (who shall be presumed to have
relied on such rights in undertaking or continuing any of the positions  referred to herein) or by their  respective  heirs,  executors
and administrators.  No amendment to or restatement of this Section 15, or merger,  consolidation,  conversion or reorganization of the
Company,  shall  impair the rights of  indemnification  provided  by this  Section 15 with  respect to any action or failure to act, or
alleged action or failure to act, occurring or alleged to have occurred prior to such amendment,  restatement,  merger,  consolidation,
conversion or reorganization.

16.      Mergers and Exchanges.  Subject to the requirements of the Act, the Company may be a party to a merger,  consolidation,  share
or interest exchange or other transaction authorized by the Act.

17.      Amendments  to these  Regulations.  The  power  to  alter,  amend,  restate,  or  repeal  these  Regulations  or to adopt  new
regulations is vested in the Member.  These Regulations may be amended,  modified,  supplemented or restated in any manner permitted by
applicable law and approved by the Member.

18.      Governing Law. These  Regulations  shall be governed by, and construed  under,  the laws of the State of Texas (without regard
to principles of conflict of laws), all rights and remedies being governed by said laws.


         IN WITNESS WHEREOF,  the undersigned,  intending to be bound hereby, has duly executed these Regulations to be effective as of
June 3, 2003.






                                                      TORO PARTNERS, LP


 


 By:  Upstate Energy Inc., its sole general partner


 


  By: /s/ B. H. Hale


   Name:    B. H. Hale


   Title:      President













EX-99
35
ex99-33.htm
99-33



Ex99-33 to 2003 Form U5S




Ex99-33



FILED

In the Office of the

Secretary of State of Texas

AUG 03 1999

Corporations Section






                                             ARTICLES OF ORGANIZATION
                                                        OF
                                           TORO ENERGY OF MARYLAND, LLC

         I, the undersigned natural person of the age of eighteen (18) years or more, acting as the organizer of
a limited liability company (the "Company") under the Texas Limited Liability Company Act (the "Act"), do hereby
adopt the following Articles of Organization for the Company.

                                                     ARTICLE I

         The name of the Company is Toro Energy of Maryland, LLC.

                                                    ARTICLE II

         The period of duration of the Company is perpetual from the date of filing of these Articles of
Organization with the Secretary of the State of Texas, unless earlier dissolved in accordance with either the Act
or the provisions of the Regulations of the Company.

                                                    ARTICLE III

         The purpose for which the Company is organized is to transact any or all lawful business for which
limited liability companies may be organized under the Act.

                                                    ARTICLE IV

         The address of the principal place of business of the Company in the State of Texas is:  4925 Greenville
Avenue, Suite 1022, Dallas, Texas 75206.

                                                     ARTICLE V

         The name and address of the initial registered agent of the Company in the State of Texas is Paul Kaden,
4925 Greenville Avenue, Suite 1022, Dallas, Texas  75206.

                                                    ARTICLE VI

         The Company is to be managed by a manager or managers.  The initial number of managers of the Company is
three (3).  The name and address of the persons who are to serve as the managers of the Company until the first
annual meeting of members of the Company or until such person(s) successors are elected and qualified are as
follows:

         Name                       Address

         Taylor Clark               4925 Greenville Avenue
                                    Suite 1022
                                    Dallas, Texas  75206

         Paul Kaden                 4925 Greenville Avenue
                                    Suite 1022
                                    Dallas, Texas  75206

         Clay Gordon                4925 Greenville Avenue
                                    Suite 1022
                                    Dallas, Texas  75206


                                                    ARTICLE VII

         The name and address of the organizer of the Company are as follows:  Paul Kaden, 4925 Greenville Avenue
Suite 1022, Dallas, Texas  75206

                                                   ARTICLE VIII

         No person who is a manager of the Company shall be liable to the Company or its members for monetary
damages for the act or omission of that person in his or her capacity as a manager, except for liability of that
person for (i) a breach by that person of a duty of loyalty of a manager to the Company or its members (ii) an
act or omission not in good faith that constitutes a breach of duty of a manager to the Company, (iii) an act or
omission by that person that involves intentional misconduct, or a knowing violation of the law, (iv) a
transaction from which that person receives an improper benefit, whether or not the benefit results from an
action taken within the scope of the position of that person as a manager, or (v) an act or omission for which
the liability of that person is expressly provided for by an applicable statute.  If the Act, the Texas Business
Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law is amended to authorize
action further eliminating or limiting the liability of managers, then the liability of a manager of the Company
shall be eliminated or limited to the fullest extent permitted by the Act, the Texas Business Corporation Act,
the Texas Miscellaneous Corporation Laws Act, or other applicable law as so amended.

         Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any
right or protection of a person who is a manager that exists at the time of that repeal or modification.

                                    Remainder of Page Intentionally Left Blank.
                                            Signature Page(s) to Follow


Articles of Organization
TORO ENERGY OF MISSOURI LLC
d-574914-1





         IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of August, 1999


                                                     /s/ Paul Kaden
                                                     PAUL KADEN,
                                                     Organizer











EX-99
36
ex99-34.htm
99-34



Ex99-34 to 2003 Form U5S




Ex99-34






                                                                                         
FILED

                                                                          In the Office of the

                                                                   Secretary of State of Texas

                                                                                   JUL 30 2003

                                                                          Corporations Section




Office Of The Secretary Of State
Corporation Section
P.O. Box 13697
Austin, Texas 78711-3697





                                   CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.       The name of the entity is Toro Energy of Maryland, L.L.C.
         and the file number issued to the entity by the secretary of state is 0705403522

2.       The entity is: (Check one.)

         [ ]   a business corporation, which has authorized the changes
               indicated below through its board of directors or by an officer of the corporation so authorized by
               the board of directors, as provided by the Texas Business Corporation Act.

         [ ]   a non-profit corporation, which has authorized the changes
               indicated below through its board of directors or by an officer of the corporation so authorized by
               its board of directors, or through its members in whom management of the corporation is vested
               pursuant to article 2.14C, as provided by Texas Non-Profit Corporation Act.

         [x]   a limited liability company, which has authorized the
               changes indicated below through its members or managers, as provided by the Texas Limited Liability
               Company Act.

         [ ]   a limited partnership, which has authorized the changes
               indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

         [ ]   an out-of-state financial institution, which has authorized
               the changes indicated below in the manner provided under the laws governing its formation.

3.       The registered office address is PRESENTLY shown in the records of the Texas Secretary of State is
         4925 Greenville Avenue, Suite 1022, Dallas, TX  75206

     4.  [x]  A.   The address of the NEW registered office is: (Please provide street address, city,
            state and zip code.  The address must be in Texas.)

         1021 Main Street, Suite 1150, Houston, TX  77002

      OR [ ]  B.   The registered office address will not change.

5.       The name of the registered agent as PRESENTLY shows in the records of the Texas secretary of state is
         Paul Kaden

6.       [x]  A.   The name of the NEW registered agent is CT Corporation System

         [ ]  B.   The registered agent will not change.

7.       Following the changes shown above, the address of the registered office and the address of the office of
         the registered agent will continue to be identical, as required by law.

                                                     By:   /s/ Kevin D. Cotter
                                                     (A person authorized to sign
                                                      on behalf of the entity)

                                                   INSTRUCTIONS

1.       It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it
         currently appears on the records of the secretary of the state before submitting the statement for
         filing.  You also may e-mail an inquiry to corvinfo@sosstate.tc.us.  As information on out of state
         financial institutions is maintained on a separate database, a financial institution must call
         (512)463-5701 to verify registered agent and registered office information.  If the information on the
         form is inconsistent with the records of this office, the statement will be returned.

2.       You are required by law to provide a street address in item 4 unless the registered office is located in
         a city with a population of $5,000 or less.  The purpose of this requirement is to provide the public
         with notice of a physical location at which process may be served on the registered agent.  A statement
         submitted with a post office box address or a lock box address will not be filed.

3.       An authorized officer of the corporation or financial institution must sign the statement.  In the case
         of a limited liability company, an authorized member or manager of a limited liability company must sign
         the statement.   A general partner must sign the statement on behalf of a limited partnership.  A person
         commits an offense under the Texas Business Corporation Act the Texas Non-Profit Corporation Act or the 
         Texas Limited Liability Company Act if the person signs a document the person knows is false in any 
         material respect with the intent that the document be delivered to the secretary of state for filing.
         The offense is a Class A misdemeanor.

4.       Please attach the appropriate fee:

         Business Corporation                                                $15.00
         Financial Institution other than Credit Unions                       15.00
         Financial Institution that is a Credit Union                          5.00
         Non-Profit Corporation                                                5.00
         Limited Liability Company                                            10.00
         Limited Partnership                                                  50.00

         Personal checks and Master Card(R), Visa(R), and Discover(R)are accepted in payment of the filing fee.
         Checks or money orders must be payable through a U.S. bank or other financial institution and made
         payable to the secretary of state.  Fees paid by credit card are subject to a statutorily authorized
         processing cost of 2.1% of the total fees.

5.       Two copies of the form along with the filing fee should be mailed to the address shown in the heading of
         this form.  The delivery address is:  Secretary of State Statutory Filings Division, Corporation
         Section, James Earl Radder Office Building, 1019 Brazos, Austin, Texas  78701.  We will place one
         document on record and return a file stamped copy, if a duplicate copy is provided for such purposes.
         The telephone number is (512) 463-5555, TDD: (800)735-2989, FAX: (512)463-5709.

Form No. 401
Revised 9/99










EX-99
37
ex99-35.htm
99-35



Ex99-35 to 2003 Form U5S




Ex99-35



AMENDED AND
RESTATED


REGULATIONS


OF


TORO ENERGY OF
MARYLAND, LLC



        These
Amended and Restated Regulations (these “Regulations”) of Toro
Energy of Maryland, LLC, a Texas limited liability company (the
“Company”), is entered into by Toro Partners, LP, a Texas
limited partnership (“Toro Partners”), pursuant to and in
accordance with the Texas Limited Liability Company Act (Texas Revised Civil
Statutes Article 1528n, et seq.), as amended (the
“Act”), for the regulation and management of the Company. 



W I T N E S
S E T H



        WHEREAS,
the Company was formed on August 3, 1999, when its Articles of Organization were
filed with the Secretary of State of Texas; 



        WHEREAS,
Toro Partners adopted those certain Amended and Restated Regulations of Toro
Energy of Maryland, LLC, dated September 30, 1999 (the “Original
Regulations”), for the regulation and management of the Company; and 



        WHEREAS,
Toro Partners, being the sole member of the Company, desires to amend and
restate the Original Regulations in their entirety. 



        NOW,
THEREFORE, in consideration of the premises, Toro Partners hereby amends and
restates the Original Regulations as follows: 



1.            Name.     The name of the limited liability company is Toro Energy of Maryland, LLC.



2.            Purpose.     The  purpose  for which the  Company is  organized  is to transact  any and all lawful  business  for which  limited
liability  companies  may be formed  under the Act and  which is not  forbidden  by the law of the  jurisdiction  in which the  Company
engages in that business.



3.            Registered  Office;  Registered  Agent. The registered  office and registered agent of the Company in the State of Texas shall
be as specified in the Articles of  Organization  (the  "Articles")  filed with the Secretary of State of Texas.  The Board of Managers
may change the registered office and the registered agent at such times as the Board of Managers  determines  appropriate in any manner
provided by law.



4.            Principal  Office.     The principal  office of the Company (at which the books and records of the Company  shall be  maintained)
shall be at such place as the Board of  Managers  may  designate,  which need not be in the State of Texas.  The  Company may have such
other offices as the Board of Managers may designate.



5.            Member.     The term "Member" as used in these Regulations  means Toro Partners,  in its capacity as a member (within the meaning
of the Act) of the Company,  and any person  hereafter  admitted to the Company as a member,  but such term does not include any person
who has ceased to be a member of the Company.  The name and the mailing address of the initial Member are as follows:



                            Toro Partners, LP

                            10 Lafayette Square

                            Buffalo, NY  14203



6.            Powers.     The  Company  shall  have the  power  and  authority  to take any and all  actions  necessary,  appropriate,  proper,
advisable,  convenient  or incidental to or for the  furtherance  of the purposes set forth in Section 2,  including any and all powers
set forth in the Act.



7.            Term.     The term of the Company  commenced  on the date of the filing of the  Articles in the Office of the  Secretary of State
of Texas and shall be perpetual,  unless it is dissolved sooner as a result of: (a) the written  election of the Member,  (b) the entry
of a decree of judicial  dissolution  under  Article  6.02 of the Act,  or (c) the  occurrence  of an event that causes  there to be no
members of the Company,  unless the Company is continued in accordance  with the Act. No other event shall cause a  dissolution  of the
Company.




8.            Capital  Contributions.     The Member  shall make  capital  contributions  to the  Company at such times and in such  amounts as
determined  by the Member in its sole  discretion.  All capital  contributions  made by the Member to the Company  shall be credited to
the Member's account.



9.            Distributions.     The  Company  shall  make cash  distributions  to the  Member  at such  times  and in such  amounts  as may be
determined  by the Board of  Managers.  The Company may make  non-cash  distributions  to the Member at such times and in such forms as
may be determined by the Board of Managers.  Notwithstanding  any other provision of these  Regulations,  neither the Company,  nor the
Board of Managers on behalf of the Company,  shall make a  distribution  to the Member if such  distribution  would  violate the Act or
other applicable law.



10.           Management.     Subject to the provisions of the Act and any  limitations  in these  Regulations as to action to be authorized or
approved by the Member,  all management  powers over the business and affairs of the Company shall be exclusively  vested in a board of
managers  (the "Board of  Managers"),  comprised of a number of  individuals  (no less than 2) (each,  a "Manager")  determined  by the
Member and each of whom shall be appointed  by the Member.  Collectively,  the  Managers  shall  constitute  "managers"  of the Company
within the meaning of the Act. The Board of Managers  may delegate  certain of its powers to officers  (the  "Officers"),  who shall be
agents of the Company.  Except as otherwise  specifically  provided in these  Regulations,  the authority and functions of the Board of
Managers and of the Officers  shall be identical to the authority  and functions of the board of directors and officers,  respectively,
of a  corporation  organized  under the Texas  Business  Corporation  Act.  Thus,  except as otherwise  specifically  provided in these
Regulations,  the  business  and  affairs of the  Company  shall be  managed  under the  direction  of the Board of  Managers,  and the
day-to-day  activities of the Company shall be conducted on the  Company's  behalf by the Officers.  In addition to the powers that now
or hereafter may be granted to managers under the Act and to all other powers granted under any other  provision of these  Regulations,
the Board of Managers  (subject to Section 11 of these  Regulations) and the Officers  (subject to Section 12 of these  Regulations and
the  direction of the Board of  Managers)  shall have full power and  authority  to do all things on such terms as they,  in their sole
discretion,  may deem  necessary or  appropriate  to conduct,  or cause to be conducted,  the business and affairs of the Company.  The
Member,  by virtue of its status of a member of the Company,  shall not have any management  power over the business and affairs of the
Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company.



11.           Board of Managers.



     (a)           Election and Removal of  Managers.     Upon  election by the Member,  each  Manager  shall hold office  until death,  disability,
resignation  or removal at any time at the  pleasure of the Member.  If a vacancy  occurs on the Board of  Managers,  the Member  shall
elect a successor so that the Board of Managers remains fully constituted at all times.



     (b)           Meetings and Approval Requirements.



          (i)           Regular  Meetings.     Regular  meetings of the Board of Managers shall be held as the Board of Managers may determine and, if so
determined,  no notice thereof need be given.  Special  meetings of the Board of Managers  shall be held at the written  request of any
Manager.




          (ii)          Telephonic  Meetings.     Any  meeting of the Board of  Managers  may be held by  conference  telephone  call or through  similar
communications  equipment by means of which all persons  participating  in the meeting are able to hear each other.  Participation in a
telephonic or videographic meeting held pursuant to this section shall constitute presence in person at such meeting.




          (iii)         Notices.     Notices of regularly  scheduled  meetings of the Board of Managers shall not be required unless the time or place of
a  particular  regular  meeting is other than as set forth in the  schedule  of regular  meetings  previously  approved by the Board of
Managers.  Notices of special  meetings  shall be required  and shall state the place,  date and hour of the meeting and the purpose or
purposes  for which the meeting is called.  Special  meetings  shall be held at the address  specified in the notice of such meeting or
at such other  place as shall be agreed by the  Managers.  Notice of a special  meeting  shall be given in writing to each  Manager not
less than two (2) nor more than fifteen (15) days before the date of the meeting.  Managers may waive in writing the  requirements  for
notice before,  at or after the special  meeting  involved.  The presence of a Manager at a meeting shall  constitute  waiver of notice
unless said Manager expressly states otherwise at the outset of such meeting.



          (iv)          Quorum.     At each meeting of the Board of Managers,  the presence in person or by  electronic  means,  as the case may be, of a
majority of the Managers shall be necessary to constitute a quorum for the transaction of business by the Board of Managers.



          (v)           Approval  Requirements.     The Board of  Managers  may act either  through the  presence  of Managers  voting at a meeting or by
written consent without a meeting as described in clause (vi) below.  In the case of actions taken at a meeting,  the affirmative  vote
of at least a  majority  of the  Managers  present  in person or by  electronic  means,  as the case may be,  and voting at a duly held
meeting of the Board of Managers where a quorum is present shall be necessary for any action of the Board of Managers.



          (vi)          Written  Consents.     Any action  required or permitted to be taken at a meeting of the Board of Managers may be taken without a
meeting,  without  prior  notice and without a vote if a consent or consents in writing,  setting  forth the action so taken,  shall be
signed by at least a majority  of the  Managers.  Such  consents  shall be filed with the  minutes of the  proceedings  of the Board of
Managers.



          (vii)         Compensation and  Reimbursement.     Except as determined by the Board of Managers,  no compensation or fees shall be paid by the
Company to any  individual  for  serving as a Manager.  However,  Managers  shall be  entitled  to  reimbursement  by the  Company  for
reasonable expenses incurred in attending meetings of the Board of Managers.



     (c)           Initial Managers.     The initial Managers, as of the effectiveness of these Regulations, are as follows:




                                            B. H. Hale



                                              R. J. Tanski



12.           Officers.



     (a)           Appointment and Tenure.



          (i)           The  Officers  of the Company  shall be  comprised  of one or more  individuals  designated  from time to time by the Board of
Managers.  No Officer  need be a resident of the State of Texas.  Officers of the Company are not  "managers,"  as that term is used in
the Act.  Each Officer  shall hold his office for such term and shall have such  authority  and  exercise  such powers and perform such
duties as shall be  determined  from time to time by the Board of Managers.  Any number of offices may be held by the same  individual.
The salaries or other  compensation,  if any, of the  Officers and other agents of the Company  shall be fixed from time to time by the
Board of Managers.



          (ii)          The  Officers of the Company may be  comprised of a  president,  a secretary  and a treasurer.  The Board of Managers may also
designate one or more vice  presidents,  assistant  secretaries  and  assistant  treasurers.  The Board of Managers may designate  such
other Officers and assistant officers and agents as the Managers shall deem necessary.



     (b)           Removal.     Any  Officer  may be removed as such at any time by the Board of  Managers,  either  with or without  cause,  in the
discretion of the Board of Managers.



     (c)           President.     The president,  if one is designated,  shall be the chief executive officer of the Company, shall have general and
active  management of the day-to-day  business and affairs of the Company as authorized  from time to time by the Board of Managers and
shall be authorized and directed to implement all orders, resolutions and business plans adopted by the Board of Managers.



     (d)           Vice Presidents.     The vice presidents,  if any are designated,  in the order of their seniority,  unless otherwise  determined
by the Board of  Managers,  shall,  in the  absence or  disability  of the  president,  perform the duties and have the  authority  and
exercise the powers of the  president.  They shall  perform such other duties and have such other  authority and powers as the Board of
Managers may from time to time prescribe.



     (e)           Secretary;  Assistant  Secretaries.     The secretary,  if one is  designated,  shall perform such duties and have such powers as
the Board of  Managers  may from time to time  prescribe.  The  assistant  secretaries,  if any are  designated,  in the order of their
seniority,  unless  otherwise  determined by the Board of Managers,  shall, in the absence or disability of the secretary,  perform the
duties and  exercise  the powers of the  secretary.  They shall  perform  such other  duties and have such other powers as the Board of
Managers may from time to time prescribe.



     (f)           Treasurer;  Assistant  Treasurers.     The  treasurer,  if one is  designated,  shall  have  custody of the  Company's  funds and
securities and shall keep full and accurate accounts and records of receipts,  disbursements and other  transactions in books belonging
to the  Company,  and shall  deposit  all  moneys  and other  valuable  effects  in the name and to the  credit of the  Company in such
depositories  as may be designated  from time to time by the Board of Managers.  The treasurer  shall disburse the funds of the Company
as may be ordered by the Board of Managers,  taking  proper  vouchers for such  disbursements,  and shall render the  president and the
Board of Managers,  when so directed,  an account of all his  transactions as treasurer and of the financial  condition of the Company.
The  treasurer  shall  perform such other  duties and have such other powers as the Board of Managers may from time to time  prescribe.
If required by the Board of Managers,  the treasurer  shall give the Company a bond of such type,  character and amount as the Board of
Managers may require. The assistant  treasurers,  if any are designated,  in the order of their seniority,  unless otherwise determined
by the Board of Managers,  shall,  in the absence or  disability  of the  treasurer,  perform the duties and exercise the powers of the
treasurer.  They shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.



13.           Powers of Execution.



     (a)           Checks and Notes.     All checks and other  demands for money and notes and any other  instrument  for the payment of money shall
be signed on behalf of the Company by such  Officer or by such other  person or persons as the Board of Managers  may from time to time
designate.  The signature of such Officer or any such other person may be a facsimile if so authorized by the Board of Managers.



     (b)           Contracts  and Deeds.     All  contracts,  deeds and  instruments  shall be signed on behalf of the Company by such Officer or by
such other person or persons as the Board of Managers may from time to time designate.



     (c)           Interests  in Other  Entities.     All shares of stock,  partnership  interests,  limited  liability  company  interests or other
interests  owned by the Company in other entities shall be voted or  represented,  as the case may be, on behalf of the Company by such
Officer or such other person or persons as shall be designated by the Board of Managers.



14.           Exculpation.     NEITHER  THE  MANAGERS,  THE  MEMBER,  NOR ANY OWNER,  OFFICER,  DIRECTOR  OR  EMPLOYEE OF THE COMPANY OR OF THE
MEMBER,  SHALL BE LIABLE,  RESPONSIBLE  OR  ACCOUNTABLE  IN DAMAGES OR  OTHERWISE  TO THE COMPANY OR THE MEMBER FOR ANY ACTION TAKEN OR
FAILURE  TO ACT (EVEN IF SUCH  ACTION OR  FAILURE  TO ACT  CONSTITUTED  THE  NEGLIGENCE  OF A PERSON,  INCLUDING  THE  PERSON  FOR WHOM
EXCULPATION  IS SOUGHT  HEREUNDER)  ON BEHALF OF THE COMPANY  WITHIN THE SCOPE OF THE  AUTHORITY  CONFERRED ON THE PERSON  DESCRIBED IN
THESE  REGULATIONS  OR BY LAW UNLESS SUCH ACT OR OMISSION WAS PERFORMED OR OMITTED  FRAUDULENTLY  OR  CONSTITUTED  GROSS  NEGLIGENCE OR
WILLFUL  MISCONDUCT.  TO THE EXTENT THAT, AT LAW OR IN EQUITY, THE MANAGERS,  THE MEMBER, OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE
OF THE COMPANY OR OF THE MEMBER HAVE DUTIES (INCLUDING  FIDUCIARY DUTIES) AND LIABILITIES  RELATING TO THE COMPANY,  THE MANAGERS,  THE
MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER ACTING UNDER THESE REGULATIONS SHALL NOT BE LIABLE
TO THE COMPANY OR THE MEMBER FOR THEIR RELIANCE ON THE PROVISIONS OF THESE  REGULATIONS.  THE PROVISIONS OF THESE  REGULATIONS,  TO THE
EXTENT  THAT THEY  EXPAND OR  RESTRICT  THE DUTIES AND  LIABILITIES  OF THE  MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR
EMPLOYEE OF THE COMPANY OR THE MEMBER  OTHERWISE  EXISTING AT LAW OR IN EQUITY,  ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS
OF ARTICLE 2.20 OF THE ACT TO REPLACE SUCH OTHER DUTIES AND  LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR
OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.



15.           Indemnification.



     (a)           The Company shall  indemnify any person who was or is a party or is threatened to be made a party to any  threatened,  pending
or completed  action,  suit or proceeding,  whether civil,  criminal,  administrative  or investigative by reason of the fact that such
person is or was, at any time prior to or during  which this Section 15 is in effect,  a Manager,  an Officer or Member of the Company,
or is or was, at any time prior to or during which this Section 15 is in effect,  serving at the request of the Company,  as a manager,
director or officer of a corporation,  partnership,  limited  liability  company,  joint venture,  trust,  other enterprise or employee
benefit plan against reasonable expenses  (including  attorneys' fees),  judgments,  fines,  penalties,  amounts paid in settlement and
other  liabilities  actually and  reasonably  incurred by such person in  connection  with such action,  suit or proceeding to the full
extent permitted by law.



     (b)           Expenses incurred by a person who is or was a Manager,  an Officer or Member of the Company in appearing at,  participating in
or  defending  any  threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative,  shall be paid by the Company at  reasonable  intervals  in advance of the final  disposition  of such  action,  suit or
proceeding  upon  receipt of an  undertaking  by or on behalf of the  Member,  Officer  or  Manager  to repay  such  amount if it shall
ultimately  be  determined  that  he is not  entitled  to be  indemnified  by the  Company  as  authorized  by  this  Section  15.  The
indemnification  and  advancement  of expenses  provided by this Section 15 shall not be deemed  exclusive of any other rights to which
those seeking  indemnification or advancement of expenses may be or become entitled under any law, these  Regulations,  the decision of
the Board of  Managers,  or the Member or  otherwise,  or under any policy or policies of insurance  purchased  and  maintained  by the
Company on behalf of any such person,  both as to action in his official  capacity and as to action in another  capacity  while holding
such  office,  and shall  continue  as to a person who has ceased to be a manager,  officer or member and shall inure to the benefit of
the heirs, executors and administrators of such person.



     (c)           The rights  provided  by this  Section 15 are for the benefit of the persons  referred to herein and their  respective  heirs,
executors  and  administrators  and shall be legally  enforceable  against the Company by such  persons  (who shall be presumed to have
relied on such rights in undertaking or continuing any of the positions  referred to herein) or by their  respective  heirs,  executors
and administrators.  No amendment to or restatement of this Section 15, or merger,  consolidation,  conversion or reorganization of the
Company,  shall  impair the rights of  indemnification  provided  by this  Section 15 with  respect to any action or failure to act, or
alleged action or failure to act, occurring or alleged to have occurred prior to such amendment,  restatement,  merger,  consolidation,
conversion or reorganization.



16.           Mergers and Exchanges.     Subject to the requirements of the Act, the Company may be a party to a merger,  consolidation,  share
or interest exchange or other transaction authorized by the Act.



17.           Amendments  to these  Regulations.       The  power  to  alter,  amend,  restate,  or  repeal  these  Regulations  or to adopt  new
regulations is vested in the Member.  These Regulations may be amended,  modified,  supplemented or restated in any manner permitted by
applicable law and approved by the Member.



18.           Governing Law.      These  Regulations  shall be governed by, and construed  under,  the laws of the State of Texas (without regard
to principles of conflict of laws), all rights and remedies being governed by said laws.





        IN
WITNESS WHEREOF, the undersigned, intending to be bound hereby, has duly
executed these Regulations to be effective as of June 3, 2003. 





                                                      TORO PARTNERS, LP


 


 By:  Upstate Energy Inc., its sole general partner


 


  By: /s/ B. H. Hale


   Name:    B. H. Hale


   Title:      President













EX-99
38
ex99-36.htm
99-36



Ex99-36 to 2003 Form U5S




Ex99-36



FILED

In the Office of the

Secretary of State of Texas

NOV 14 2000

Corporations Section






                                             ARTICLES OF ORGANIZATION
                                                        OF
                                           TORO ENERGY OF INDIANA, LLC

         The undersigned being a natural person of the age of eighteen years or more, acting as the organizer of a limited
liability company under the Texas Limited Liability Company Act, do hereby adopt the following Articles of
Organization for such limited liability company (the “Company”):

                                                     ARTICLE ONE

         The name of the Company is Toro Energy of Indiana, LLC.

                                                    ARTICLE TWO

         The period of the Company’s duration shall be perpetual, unless earlier dissolved in accordance with the Texas Limited
Liability Company Act or the provisions of the Regulations of the Company.

                                                    ARTICLE THREE

         The purpose for which the Company is organized is to transact any or all lawful business for which
limited liability companies may be organized under the Texas Limited Liability Company Act.

                                                    ARTICLE FOUR

         The street address of the principal place of business of the Company in the State of Texas is 4925 Greenville
Avenue, Suite 1022, Dallas, Texas 75206 and the name of the initial registered agent at such address is Paul Kaden.

                                                    ARTICLE FIVE

         The Company is to be managed by managers.  The number of managers shall be fixed in the manner provided in the
Regulations of the Company.  The initial number of managers of the Company will be two (2), and the name and
address of the persons who are to serve as managers until the first annual meeting of members, or until his/their
successors shall have been elected and qualified are:

         Name                       Address

         Paul Kaden                 4925 Greenville Avenue, Suite 1022
                                    Dallas, Texas  75206

         Taylor Clark               4925 Greenville Avenue, Suite 1022
                                    Dallas, Texas  75206


                                                    ARTICLE SIX

         Name                       Address

         Stephanie Zapata           3000 Thanksgiving Tower
                                    1601 Elm Street
                                    Dallas, Texas  75201-4761



         IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization this 14th day of November, 2000.


                                                     /s/ Stephanie Zapata
                                                     Stephanie Zapata











EX-99
39
ex99-37.htm
99-37



Ex99-37 to 2003 Form U5S




Ex99-37



FILED

in the Office of the

Secretary of State of Texas

AUG 14 2001

Corporations Section




                                               ARTICLES OF AMENDMENT
                                          TO THE ARTICLES OF ORANIZATION
                                                        OF
                                            TORO ENERGY OF INDIANA, LLC

         In accordance with the provisions of the Texas Limited Liability Company Act, and in accordance with
Section 11.5 of the Regulations of Toro Energy of Indiana, LLC (the "Company"), the Company hereby amends its
Articles of Organization as follows:

1.       Article Three of the Articles of Organization is hereby amended to read in its entirety as follows:


                                                    "ARTICLE THREE

         The purpose for which the Company is organized is to construct, own, operate and maintain facilities for
     the delivery of landfill gas produced from the McBeth Road Landfill located in Fort Wayne, Indiana, and to
     take all actions incident thereto."


2.       The date of adoption of the amendment is August 14, 2001.

3.       The amendment has been approved by a majority of the managers in accordance with section G of article
         2.23 of the Texas Limited Liability Company Act.

         IN WITNESS WHEREOF, these Articles of Amendment have been executed on this 14th day of August, 2001.



                                                                                      /s/ Paul Kaden
                                                                                      Paul Kaden, President/Manager









EX-99
40
ex99-38.htm
99-38



Ex99-38 to 2003 Form U5S




Ex99-38






                                                                                         
FILED

                                                                          In the Office of the

                                                                   Secretary of State of Texas

                                                                                   JUL 30 2003

                                                                          Corporations Section




Office Of The Secretary Of State
Corporation Section
P.O. Box 13697
Austin, Texas 78711-3697





                                   CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.       The name of the entity is Toro Energy of Indiana, L.L.C.
         and the file number issued to the entity by the secretary of state is 0707828022

2.       The entity is: (Check one.)

         [ ]   a business corporation, which has authorized the changes
               indicated below through its board of directors or by an officer of the corporation so authorized by
               the board of directors, as provided by the Texas Business Corporation Act.

         [ ]   a non-profit corporation, which has authorized the changes
               indicated below through its board of directors or by an officer of the corporation so authorized by
               its board of directors, or through its members in whom management of the corporation is vested
               pursuant to article 2.14C, as provided by Texas Non-Profit Corporation Act.

         [x]   a limited liability company, which has authorized the
               changes indicated below through its members or managers, as provided by the Texas Limited Liability
               Company Act.

         [ ]   a limited partnership, which has authorized the changes
               indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

         [ ]   an out-of-state financial institution, which has authorized
               the changes indicated below in the manner provided under the laws governing its formation.

3.       The registered office address is PRESENTLY shown in the records of the Texas Secretary of State is
         4925 Greenville Avenue, Suite 1022, Dallas, TX  75206

     4.  [x]  A.   The address of the NEW registered office is: (Please provide street address, city,
            state and zip code.  The address must be in Texas.)

         1021 Main Street, Suite 1150, Houston, TX  77002

      OR [ ]  B.   The registered office address will not change.

5.       The name of the registered agent as PRESENTLY shows in the records of the Texas secretary of state is
         Paul Kaden

6.       [x]  A.   The name of the NEW registered agent is CT Corporation System

         [ ]  B.   The registered agent will not change.

7.       Following the changes shown above, the address of the registered office and the address of the office of
         the registered agent will continue to be identical, as required by law.

                                                     By:   /s/ Kevin D. Cotter
                                                     (A person authorized to sign
                                                      on behalf of the entity)

                                                   INSTRUCTIONS

1.       It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it
         currently appears on the records of the secretary of the state before submitting the statement for
         filing.  You also may e-mail an inquiry to corvinfo@sosstate.tc.us.  As information on out of state
         financial institutions is maintained on a separate database, a financial institution must call
         (512)463-5701 to verify registered agent and registered office information.  If the information on the
         form is inconsistent with the records of this office, the statement will be returned.

2.       You are required by law to provide a street address in item 4 unless the registered office is located in
         a city with a population of $5,000 or less.  The purpose of this requirement is to provide the public
         with notice of a physical location at which process may be served on the registered agent.  A statement
         submitted with a post office box address or a lock box address will not be filed.

3.       An authorized officer of the corporation or financial institution must sign the statement.  In the case
         of a limited liability company, an authorized member or manager of a limited liability company must sign
         the statement.   A general partner must sign the statement on behalf of a limited partnership.  A person
         commits an offense under the Texas Business Corporation Act the Texas Non-Profit Corporation Act or the 
         Texas Limited Liability Company Act if the person signs a document the person knows is false in any 
         material respect with the intent that the document be delivered to the secretary of state for filing.
         The offense is a Class A misdemeanor.

4.       Please attach the appropriate fee:

         Business Corporation                                                $15.00
         Financial Institution other than Credit Unions                       15.00
         Financial Institution that is a Credit Union                          5.00
         Non-Profit Corporation                                                5.00
         Limited Liability Company                                            10.00
         Limited Partnership                                                  50.00

         Personal checks and Master Card(R), Visa(R), and Discover(R)are accepted in payment of the filing fee.
         Checks or money orders must be payable through a U.S. bank or other financial institution and made
         payable to the secretary of state.  Fees paid by credit card are subject to a statutorily authorized
         processing cost of 2.1% of the total fees.

5.       Two copies of the form along with the filing fee should be mailed to the address shown in the heading of
         this form.  The delivery address is:  Secretary of State Statutory Filings Division, Corporation
         Section, James Earl Radder Office Building, 1019 Brazos, Austin, Texas  78701.  We will place one
         document on record and return a file stamped copy, if a duplicate copy is provided for such purposes.
         The telephone number is (512) 463-5555, TDD: (800)735-2989, FAX: (512)463-5709.

Form No. 401
Revised 9/99










EX-99
41
ex99-39.htm
99-39



Ex99-39 to 2003 Form U5S




Ex99-39




AMENDED AND
RESTATED


REGULATIONS


OF


TORO ENERGY OF
INDIANA, LLC



         These  Amended and Restated  Regulations  (these  "Regulations")  of Toro Energy of Indiana,  LLC, a Texas
limited  liability  company (the  "Company"),  is entered into by Toro  Partners,  LP, a Texas limited  partnership
("Toro Partners"),  pursuant to and in accordance with the Texas Limited Liability Company Act (Texas Revised Civil
Statutes Article 1528n, et seq.), as amended (the "Act"), for the regulation and management of the Company.

                                                W I T N E S S E T H

         WHEREAS,  the Company was formed on November 14, 2000, when its Articles of  Organization  were filed with
the Secretary of State of Texas;

         WHEREAS,  Toro Partners adopted those certain Amended and Restated  Regulations of Toro Energy of Indiana,
LLC, dated October 18, 2001 (the "Original Regulations"), for the regulation and management of the Company; and

         WHEREAS,  Toro Partners,  being the sole member of the Company,  desires to amend and restate the Original
Regulations in their entirety.

         NOW,  THEREFORE,  in consideration of the premises,  Toro Partners hereby amends and restates the Original
Regulations as follows:

1.       Name.  The name of the limited liability company is Toro Energy of Indiana, LLC.

2.       Purpose.  The purpose for which the Company is organized  is to transact  any and all lawful  business for
which  limited  liability  companies  may be  formed  under the Act and  which is not  forbidden  by the law of the
jurisdiction in which the Company engages in that business.

3.       Registered  Office;  Registered  Agent.  The registered  office and registered agent of the Company in the
State of Texas shall be as specified in the Articles of Organization  (the "Articles")  filed with the Secretary of
State of Texas.  The Board of Managers may change the registered  office and the registered  agent at such times as
the Board of Managers determines appropriate in any manner provided by law.

4.       Principal  Office.  The  principal  office of the  Company  (at which the books and records of the Company
shall be  maintained)  shall be at such  place as the Board of  Managers  may  designate,  which need not be in the
State of Texas.  The Company may have such other offices as the Board of Managers may designate.

5.       Member.  The term "Member" as used in these Regulations  means Toro Partners,  in its capacity as a member
(within the meaning of the Act) of the Company,  and any person hereafter  admitted to the Company as a member, but
such term does not  include  any  person  who has ceased to be a member of the  Company.  The name and the  mailing
address of the initial Member are as follows:

                  Toro Partners, LP
                  10 Lafayette Square
                  Buffalo, NY  14203

6.       Powers.  The  Company  shall  have  the  power  and  authority  to take  any and  all  actions  necessary,
appropriate,  proper,  advisable,  convenient or incidental to or for the  furtherance of the purposes set forth in
Section 2, including any and all powers set forth in the Act.

7.       Term.  The term of the Company  commenced  on the date of the filing of the  Articles in the Office of the
Secretary  of State of Texas and  shall be  perpetual,  unless  it is  dissolved  sooner  as a result  of:  (a) the
written election of the Member,  (b) the entry of a decree of judicial  dissolution  under Article 6.02 of the Act,
or (c) the  occurrence  of an event  that  causes  there to be no  members of the  Company,  unless the  Company is
continued in accordance with the Act.  No other event shall cause a dissolution of the Company.

8.       Capital  Contributions.  The Member shall make capital  contributions  to the Company at such times and in
such amounts as determined by the Member in its sole discretion.  All capital  contributions  made by the Member to
the Company shall be credited to the Member's account.

9.       Distributions.  The  Company  shall  make  cash  distributions  to the  Member  at such  times and in such
amounts as may be determined by the Board of Managers.  The Company may make non-cash  distributions  to the Member
at such  times  and in such  forms  as may be  determined  by the  Board of  Managers.  Notwithstanding  any  other
provision  of these  Regulations,  neither the Company,  nor the Board of Managers on behalf of the Company,  shall
make a distribution to the Member if such distribution would violate the Act or other applicable law.

10.      Management.  Subject to the provisions of the Act and any  limitations  in these  Regulations as to action
to be  authorized  or approved by the Member,  all  management  powers over the business and affairs of the Company
shall  be  exclusively  vested  in a board of  managers  (the  "Board  of  Managers"),  comprised  of a  number  of
individuals  (no less than 2) (each,  a "Manager")  determined by the Member and each of whom shall be appointed by
the Member.  Collectively,  the  Managers  shall  constitute  "managers"  of the Company  within the meaning of the
Act. The Board of Managers may delegate  certain of its powers to officers  (the  "Officers"),  who shall be agents
of the Company.  Except as otherwise  specifically  provided in these  Regulations,  the authority and functions of
the Board of Managers  and of the  Officers  shall be  identical  to the  authority  and  functions of the board of
directors and officers,  respectively,  of a corporation  organized under the Texas Business Corporation Act. Thus,
except as otherwise  specifically  provided in these Regulations,  the business and affairs of the Company shall be
managed  under the  direction of the Board of  Managers,  and the  day-to-day  activities  of the Company  shall be
conducted  on the  Company's  behalf by the  Officers.  In  addition  to the powers  that now or  hereafter  may be
granted to managers under the Act and to all other powers granted under any other  provision of these  Regulations,
the Board of  Managers  (subject to Section 11 of these  Regulations)  and the  Officers  (subject to Section 12 of
these  Regulations  and the  direction  of the Board of  Managers)  shall have full power and  authority  to do all
things on such terms as they, in their sole discretion,  may deem necessary or appropriate to conduct,  or cause to
be  conducted,  the  business and affairs of the  Company.  The Member,  by virtue of its status of a member of the
Company,  shall not have any  management  power over the  business and affairs of the Company or actual or apparent
authority to enter into contracts on behalf of, or to otherwise bind, the Company.

11.      Board of Managers.

(a)      Election  and Removal of  Managers.  Upon  election by the Member,  each  Manager  shall hold office until
death,  disability,  resignation  or removal at any time at the pleasure of the Member.  If a vacancy occurs on the
Board of Managers,  the Member shall elect a successor so that the Board of Managers  remains fully  constituted at
all times.

(b)      Meetings and Approval Requirements.

(i)      Regular  Meetings.  Regular  meetings of the Board of Managers  shall be held as the Board of Managers may
determine  and,  if so  determined,  no notice  thereof  need be given.  Special  meetings of the Board of Managers
shall be held at the written request of any Manager.

(ii)     Telephonic  Meetings.  Any meeting of the Board of Managers may be held by  conference  telephone  call or
through similar  communications  equipment by means of which all persons  participating  in the meeting are able to
hear each other.  Participation  in a  telephonic  or  videographic  meeting held  pursuant to this  section  shall
constitute presence in person at such meeting.

(iii)    Notices.  Notices of regularly  scheduled  meetings of the Board of Managers shall not be required  unless
the time or place of a particular  regular  meeting is other than as set forth in the schedule of regular  meetings
previously  approved by the Board of Managers.  Notices of special  meetings  shall be required and shall state the
place,  date and hour of the  meeting  and the  purpose  or  purposes  for which the  meeting  is  called.  Special
meetings  shall be held at the address  specified  in the notice of such meeting or at such other place as shall be
agreed by the  Managers.  Notice of a special  meeting  shall be given in writing to each Manager not less than two
(2) nor  more  than  fifteen  (15)  days  before  the date of the  meeting.  Managers  may  waive  in  writing  the
requirements for notice before,  at or after the special meeting  involved.  The presence of a Manager at a meeting
shall constitute waiver of notice unless said Manager expressly states otherwise at the outset of such meeting.

(iv)     Quorum.  At each meeting of the Board of Managers,  the presence in person or by electronic  means, as the
case may be, of a majority of the  Managers  shall be  necessary  to  constitute  a quorum for the  transaction  of
business by the Board of Managers.

(v)      Approval  Requirements.  The Board of Managers may act either  through the presence of Managers  voting at
a meeting or by written  consent  without a meeting  as  described  in clause  (vi)  below.  In the case of actions
taken at a  meeting,  the  affirmative  vote of at  least a  majority  of the  Managers  present  in  person  or by
electronic  means,  as the case may be, and voting at a duly held  meeting of the Board of Managers  where a quorum
is present shall be necessary for any action of the Board of Managers.

(vi)     Written  Consents.  Any action  required  or  permitted  to be taken at a meeting of the Board of Managers
may be taken  without a meeting,  without  prior  notice and  without a vote if a consent or  consents  in writing,
setting  forth the action so taken,  shall be signed by at least a majority of the Managers.  Such  consents  shall
be filed with the minutes of the proceedings of the Board of Managers.

(vii)    Compensation  and  Reimbursement.  Except as determined by the Board of Managers,  no compensation or fees
shall be paid by the Company to any  individual  for serving as a Manager.  However,  Managers shall be entitled to
reimbursement by the Company for reasonable expenses incurred in attending meetings of the Board of Managers.

(c)      Initial Managers.  The initial Managers, as of the effectiveness of these Regulations, are as follows:

                                            B. H. Hale

                                            R. J. Tanski

12.      Officers.

(a)      Appointment and Tenure.

(i)      The Officers of the Company  shall be comprised of one or more  individuals  designated  from time to time
by the Board of  Managers.  No Officer  need be a resident  of the State of Texas.  Officers of the Company are not
"managers,"  as that term is used in the Act.  Each Officer shall hold his office for such term and shall have such
authority and exercise  such powers and perform such duties as shall be  determined  from time to time by the Board
of  Managers.  Any number of offices may be held by the same  individual.  The salaries or other  compensation,  if
any, of the Officers and other agents of the Company shall be fixed from time to time by the Board of Managers.

(ii)     The Officers of the Company may be comprised of a  president,  a secretary  and a treasurer.  The Board of
Managers may also  designate one or more vice  presidents,  assistant  secretaries  and assistant  treasurers.  The
Board of Managers may designate  such other  Officers and assistant  officers and agents as the Managers shall deem
necessary.

(b)      Removal.  Any  Officer  may be  removed  as such at any time by the  Board  of  Managers,  either  with or
without cause, in the discretion of the Board of Managers.

(c)      President.  The president,  if one is  designated,  shall be the chief  executive  officer of the Company,
shall have general and active  management of the day-to-day  business and affairs of the Company as authorized from
time to time by the Board of Managers and shall be  authorized  and directed to implement  all orders,  resolutions
and business plans adopted by the Board of Managers.

(d)      Vice Presidents.  The vice  presidents,  if any are designated,  in the order of their  seniority,  unless
otherwise  determined by the Board of Managers,  shall, in the absence or disability of the president,  perform the
duties and have the  authority and exercise the powers of the  president.  They shall perform such other duties and
have such other authority and powers as the Board of Managers may from time to time prescribe.

(e)      Secretary;  Assistant  Secretaries.  The secretary,  if one is  designated,  shall perform such duties and
have such powers as the Board of Managers may from time to time prescribe.  The assistant  secretaries,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  secretary,  perform the duties and exercise the powers of the  secretary.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

(f)      Treasurer;  Assistant  Treasurers.  The  treasurer,  if one  is  designated,  shall  have  custody  of the
Company's  funds and  securities and shall keep full and accurate  accounts and records of receipts,  disbursements
and other  transactions in books belonging to the Company,  and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such  depositories  as may be  designated  from time to time by the
Board of  Managers.  The  treasurer  shall  disburse  the funds of the  Company  as may be  ordered by the Board of
Managers,  taking  proper  vouchers  for such  disbursements,  and  shall  render  the  president  and the Board of
Managers,  when so directed,  an account of all his transactions as treasurer and of the financial condition of the
Company.  The  treasurer  shall  perform  such other duties and have such other powers as the Board of Managers may
from time to time  prescribe.  If required by the Board of Managers,  the  treasurer  shall give the Company a bond
of such type,  character  and amount as the Board of Managers may require.  The  assistant  treasurers,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  treasurer,  perform the duties and exercise the powers of the  treasurer.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

13.      Powers of Execution.

(a)      Checks  and  Notes.  All checks and other  demands  for money and notes and any other  instrument  for the
payment of money  shall be signed on behalf of the  Company by such  Officer or by such other  person or persons as
the Board of Managers  may from time to time  designate.  The  signature  of such  Officer or any such other person
may be a facsimile if so authorized by the Board of Managers.

(b)      Contracts and Deeds.  All  contracts,  deeds and  instruments  shall be signed on behalf of the Company by
such Officer or by such other person or persons as the Board of Managers may from time to time designate.

(c)      Interests  in Other  Entities.  All shares of stock,  partnership  interests,  limited  liability  company
interests or other  interests  owned by the Company in other  entities shall be voted or  represented,  as the case
may be, on behalf of the  Company by such  Officer or such other  person or persons as shall be  designated  by the
Board of Managers.

14.      Exculpation.  NEITHER  THE  MANAGERS,  THE  MEMBER,  NOR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER,  SHALL BE LIABLE,  RESPONSIBLE  OR  ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR
THE  MEMBER  FOR ANY  ACTION  TAKEN OR  FAILURE  TO ACT (EVEN IF SUCH  ACTION OR  FAILURE  TO ACT  CONSTITUTED  THE
NEGLIGENCE OF A PERSON,  INCLUDING THE PERSON FOR WHOM  EXCULPATION  IS SOUGHT  HEREUNDER) ON BEHALF OF THE COMPANY
WITHIN THE SCOPE OF THE  AUTHORITY  CONFERRED ON THE PERSON  DESCRIBED IN THESE  REGULATIONS  OR BY LAW UNLESS SUCH
ACT OR OMISSION WAS PERFORMED OR OMITTED  FRAUDULENTLY OR CONSTITUTED  GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT.  TO
THE EXTENT THAT, AT LAW OR IN EQUITY,  THE MANAGERS,  THE MEMBER,  OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF
THE COMPANY OR OF THE MEMBER HAVE DUTIES  (INCLUDING  FIDUCIARY  DUTIES) AND  LIABILITIES  RELATING TO THE COMPANY,
THE MANAGERS,  THE MEMBER OR ANY OWNER, OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER ACTING UNDER
THESE  REGULATIONS  SHALL NOT BE LIABLE TO THE COMPANY OR THE MEMBER FOR THEIR  RELIANCE ON THE PROVISIONS OF THESE
REGULATIONS.  THE  PROVISIONS  OF THESE  REGULATIONS,  TO THE EXTENT THAT THEY  EXPAND OR  RESTRICT  THE DUTIES AND
LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
OTHERWISE  EXISTING AT LAW OR IN EQUITY,  ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS OF ARTICLE 2.20 OF
THE ACT TO REPLACE SUCH OTHER DUTIES AND LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR
OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.

15.      Indemnification.

(a)      The Company  shall  indemnify  any person who was or is a party or is threatened to be made a party to any
threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  by reason of the fact that such person is or was, at any time prior to or during which this Section 15
is in effect,  a Manager,  an Officer  or Member of the  Company,  or is or was,  at any time prior to or during
which this Section 15 is in effect,  serving at the request of the Company, as a manager,  director or officer of a
corporation,  partnership,  limited liability company,  joint venture,  trust, other enterprise or employee benefit
plan against  reasonable  expenses  (including  attorneys'  fees),  judgments,  fines,  penalties,  amounts paid in
settlement and other  liabilities  actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law.

(b)      Expenses  incurred by a person who is or was a Manager,  an Officer or Member of the Company in  appearing
at, participating in or defending any threatened,  pending or completed action, suit or proceeding,  whether civil,
criminal,  administrative or investigative,  shall be paid by the Company at reasonable intervals in advance of the
final  disposition  of such  action,  suit or  proceeding  upon  receipt of an  undertaking  by or on behalf of the
Member,  Officer or Manager to repay such amount if it shall  ultimately be  determined  that he is not entitled to
be indemnified  by the Company as authorized by this Section 15. The  indemnification  and  advancement of expenses
provided  by  this  Section  15  shall  not be  deemed  exclusive  of any  other  rights  to  which  those  seeking
indemnification  or  advancement  of expenses  may be or become  entitled  under any law,  these  Regulations,  the
decision  of the Board of  Managers,  or the Member or  otherwise,  or under any policy or  policies  of  insurance
purchased and  maintained by the Company on behalf of any such person,  both as to action in his official  capacity
and as to action in another  capacity  while holding such office,  and shall continue as to a person who has ceased
to be a manager,  officer or member and shall inure to the benefit of the heirs,  executors and  administrators  of
such person.

(c)      The rights  provided by this  Section 15 are for the  benefit of the persons  referred to herein and their
respective  heirs,  executors  and  administrators  and shall be legally  enforceable  against  the Company by such
persons (who shall be presumed to have relied on such rights in  undertaking  or  continuing  any of the  positions
referred to herein) or by their  respective  heirs,  executors and  administrators.  No amendment to or restatement
of this  Section 15, or merger,  consolidation,  conversion  or  reorganization  of the  Company,  shall impair the
rights of  indemnification  provided  by this  Section 15 with  respect to any action or failure to act, or alleged
action or failure to act,  occurring or alleged to have  occurred  prior to such  amendment,  restatement,  merger,
consolidation, conversion or reorganization.

16.      Mergers and  Exchanges.  Subject to the  requirements  of the Act, the Company may be a party to a merger,
consolidation, share or interest exchange or other transaction authorized by the Act.

17.      Amendments to these Regulations.  The power to alter,  amend,  restate,  or repeal these Regulations or to
adopt new  regulations  is vested in the Member.  These  Regulations  may be  amended,  modified,  supplemented  or
restated in any manner permitted by applicable law and approved by the Member.

18.      Governing  Law.  These  Regulations  shall be governed by, and construed  under,  the laws of the State of
Texas (without regard to principles of conflict of laws), all rights and remedies being governed by said laws.


         IN WITNESS WHEREOF,  the undersigned,  intending to be bound hereby,  has duly executed these  Regulations
to be effective as of June 3, 2003.







                                                      TORO PARTNERS, LP


 


 By:  Upstate Energy Inc., its sole general partner


 


  By: /s/ B. H. Hale


   Name:    B. H. Hale


   Title:      President










EX-99
42
ex99-40.htm
99-40



Ex99-40 to 2003 Form U5S




Ex99-40



FILED

In the Office of the

Secretary of State of Texas

FEB 20 2001

Corporations Section





                                             ARTICLES OF ORGANIZATION
                                                        OF
                                         TORO ENERGY OF OHIO-AMERICAN, LLC

         The undersigned, being a natural person of the age of eighteen years or more, acting as the organizer of a
limited liability company under the Texas Limited Liability Company Act, hereby adopts the following Articles of
Organization for such limited liability Company (the "Company")

                                                    ARTICLE ONE

         The name of the Company is Toro Energy of Ohio-American, LLC.

                                                    ARTICLE TWO

         The period of the Company's duration shall be perpetual, unless earlier dissolved in accordance with the
Texas Limited Liability Company Act or the provisions of the Regulations of the Company.

                                                   ARTICLE THREE

         The purpose for which the Company is organized is to transact any and all lawful business for which
limited liability companies may be organized under the Texas Limited Liability Company Act.

                                                   ARTICLE FOUR

         The street address of the initial registered office of the Company is 4925 Greenville Avenue, Suite 1022,
Dallas, Texas 75206 and the name of the initial registered agent at such address is Paul Kaden.

                                                   ARTICLE FIVE

         The Company is to be managed by managers.  The number of managers shall be fixed in the manner provided in the
Regulations of the Company.  The initial number of managers of the Company will be two (2), and the name and
address of the persons who are to serve as managers until the first annual meeting of members, or until his/their
successors shall have been elected and qualified are:

         Name                       Address

         Paul Kaden                 4925 Greenville Avenue, Suite 1022
                                    Dallas, Texas  75206

         Taylor Clark               4925 Greenville Avenue, Suite 1022
                                    Dallas, Texas  75206


                                                    ARTICLE SIX

         The name and address of the organizer of the Company is as follows:

         Name                       Address

         John G. Caverlee           3000 Thanksgiving Tower
                                    1601 Elm Street
                                    Dallas, Texas  75201-4761


       IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization
this 16th day of February, 2001.


                                                              /s/ John G. Caverlee
                                                              John G. Caverlee









EX-99
43
ex99-41.htm
99-41



Ex99-41 to 2003 Form U5S




Ex99-41



                                                                                         
FILED

                                                                          In the Office of the

                                                                   Secretary of State of Texas

                                                                                   JUL 30 2003

                                                                          Corporations Section




Office Of The Secretary Of State
Corporation Section
P.O. Box 13697
Austin, Texas 78711-3697





                                   CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.       The name of the entity is Toro Energy of Ohio-American, L.L.C.
         and the file number issued to the entity by the secretary of state is 708430022

2.       The entity is: (Check one.)

         [ ]   a business corporation, which has authorized the changes
               indicated below through its board of directors or by an officer of the corporation so authorized by
               the board of directors, as provided by the Texas Business Corporation Act.

         [ ]   a non-profit corporation, which has authorized the changes
               indicated below through its board of directors or by an officer of the corporation so authorized by
               its board of directors, or through its members in whom management of the corporation is vested
               pursuant to article 2.14C, as provided by Texas Non-Profit Corporation Act.

         [x]   a limited liability company, which has authorized the
               changes indicated below through its members or managers, as provided by the Texas Limited Liability
               Company Act.

         [ ]   a limited partnership, which has authorized the changes
               indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

         [ ]   an out-of-state financial institution, which has authorized
               the changes indicated below in the manner provided under the laws governing its formation.

3.       The registered office address is PRESENTLY shown in the records of the Texas Secretary of State is
         4925 Greenville Avenue, Suite 1022, Dallas, TX  75206

     4.  [x]  A.   The address of the NEW registered office is: (Please provide street address, city,
            state and zip code.  The address must be in Texas.)

         1021 Main Street, Suite 1150, Houston, TX  77002

      OR [ ]  B.   The registered office address will not change.

5.       The name of the registered agent as PRESENTLY shows in the records of the Texas secretary of state is
         Paul Kaden

6.       [x]  A.   The name of the NEW registered agent is CT Corporation System

         [ ]  B.   The registered agent will not change.

7.       Following the changes shown above, the address of the registered office and the address of the office of
         the registered agent will continue to be identical, as required by law.

                                                     By:   /s/ Kevin D. Cotter
                                                     (A person authorized to sign
                                                      on behalf of the entity)

                                                   INSTRUCTIONS

1.       It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it
         currently appears on the records of the secretary of the state before submitting the statement for
         filing.  You also may e-mail an inquiry to corvinfo@sosstate.tc.us.  As information on out of state
         financial institutions is maintained on a separate database, a financial institution must call
         (512)463-5701 to verify registered agent and registered office information.  If the information on the
         form is inconsistent with the records of this office, the statement will be returned.

2.       You are required by law to provide a street address in item 4 unless the registered office is located in
         a city with a population of $5,000 or less.  The purpose of this requirement is to provide the public
         with notice of a physical location at which process may be served on the registered agent.  A statement
         submitted with a post office box address or a lock box address will not be filed.

3.       An authorized officer of the corporation or financial institution must sign the statement.  In the case
         of a limited liability company, an authorized member or manager of a limited liability company must sign
         the statement.   A general partner must sign the statement on behalf of a limited partnership.  A person
         commits an offense under the Texas Business Corporation Act the Texas Non-Profit Corporation Act or the 
         Texas Limited Liability Company Act if the person signs a document the person knows is false in any 
         material respect with the intent that the document be delivered to the secretary of state for filing.
         The offense is a Class A misdemeanor.

4.       Please attach the appropriate fee:

         Business Corporation                                                $15.00
         Financial Institution other than Credit Unions                       15.00
         Financial Institution that is a Credit Union                          5.00
         Non-Profit Corporation                                                5.00
         Limited Liability Company                                            10.00
         Limited Partnership                                                  50.00

         Personal checks and Master Card(R), Visa(R), and Discover(R)are accepted in payment of the filing fee.
         Checks or money orders must be payable through a U.S. bank or other financial institution and made
         payable to the secretary of state.  Fees paid by credit card are subject to a statutorily authorized
         processing cost of 2.1% of the total fees.

5.       Two copies of the form along with the filing fee should be mailed to the address shown in the heading of
         this form.  The delivery address is:  Secretary of State Statutory Filings Division, Corporation
         Section, James Earl Radder Office Building, 1019 Brazos, Austin, Texas  78701.  We will place one
         document on record and return a file stamped copy, if a duplicate copy is provided for such purposes.
         The telephone number is (512) 463-5555, TDD: (800)735-2989, FAX: (512)463-5709.

Form No. 401
Revised 9/99










EX-99
44
ex99-42.htm
99-42



Ex99-42 to 2003 Form U5S




Ex99-42



AMENDED AND
RESTATED


REGULATIONS


OF


TORO ENERGY OF
OHIO-AMERICAN, LLC



         These Amended and Restated  Regulations  (these  "Regulations")  of Toro Energy of  Ohio-American,  LLC, a
Texas  limited  liability  company  (the  "Company"),  is  entered  into  by Toro  Partners,  LP,  a Texas  limited
partnership  ("Toro  Partners"),  pursuant to and in accordance with the Texas Limited Liability Company Act (Texas
Revised Civil Statutes  Article 1528n, et seq.),  as amended (the "Act"),  for the regulation and management of the
Company.

                                                W I T N E S S E T H

         WHEREAS,  the Company was formed on February 20, 2001, when its Articles of  Organization  were filed with
the Secretary of State of Texas;

         WHEREAS,  Toro Partners  adopted those certain  Regulations  of Toro Energy of  Ohio-American,  LLC, dated
February 20, 2001 (the "Original Regulations"), for the regulation and management of the Company; and

         WHEREAS,  Toro Partners,  being the sole member of the Company,  desires to amend and restate the Original
Regulations in their entirety.

         NOW,  THEREFORE,  in consideration of the premises,  Toro Partners hereby amends and restates the Original
Regulations as follows:

1.       Name.  The name of the limited liability company is Toro Energy of Ohio-American, LLC.

2.       Purpose.  The purpose for which the Company is organized  is to transact  any and all lawful  business for
which  limited  liability  companies  may be  formed  under the Act and  which is not  forbidden  by the law of the
jurisdiction in which the Company engages in that business.

3.       Registered  Office;  Registered  Agent.  The registered  office and registered agent of the Company in the
State of Texas shall be as specified in the Articles of Organization  (the "Articles")  filed with the Secretary of
State of Texas.  The Board of Managers may change the registered  office and the registered  agent at such times as
the Board of Managers determines appropriate in any manner provided by law.

4.       Principal  Office.  The  principal  office of the  Company  (at which the books and records of the Company
shall be  maintained)  shall be at such  place as the Board of  Managers  may  designate,  which need not be in the
State of Texas.  The Company may have such other offices as the Board of Managers may designate.

5.       Member.  The term "Member" as used in these Regulations  means Toro Partners,  in its capacity as a member
(within the meaning of the Act) of the Company,  and any person hereafter  admitted to the Company as a member, but
such term does not  include  any  person  who has ceased to be a member of the  Company.  The name and the  mailing
address of the initial Member are as follows:

                  Toro Partners, LP
                  10 Lafayette Square
                  Buffalo, NY  14203

6.       Powers.  The  Company  shall  have  the  power  and  authority  to take  any and  all  actions  necessary,
appropriate,  proper,  advisable,  convenient or incidental to or for the  furtherance of the purposes set forth in
Section 2, including any and all powers set forth in the Act.

7.       Term.  The term of the Company  commenced  on the date of the filing of the  Articles in the Office of the
Secretary  of State of Texas and  shall be  perpetual,  unless  it is  dissolved  sooner  as a result  of:  (a) the
written election of the Member,  (b) the entry of a decree of judicial  dissolution  under Article 6.02 of the Act,
or (c) the  occurrence  of an event  that  causes  there to be no  members of the  Company,  unless the  Company is
continued in accordance with the Act.  No other event shall cause a dissolution of the Company.

8.       Capital  Contributions.  The Member shall make capital  contributions  to the Company at such times and in
such amounts as determined by the Member in its sole discretion.  All capital  contributions  made by the Member to
the Company shall be credited to the Member's account.

9.       Distributions.  The  Company  shall  make  cash  distributions  to the  Member  at such  times and in such
amounts as may be determined by the Board of Managers.  The Company may make non-cash  distributions  to the Member
at such  times  and in such  forms  as may be  determined  by the  Board of  Managers.  Notwithstanding  any  other
provision  of these  Regulations,  neither the Company,  nor the Board of Managers on behalf of the Company,  shall
make a distribution to the Member if such distribution would violate the Act or other applicable law.

10.      Management.  Subject to the provisions of the Act and any  limitations  in these  Regulations as to action
to be  authorized  or approved by the Member,  all  management  powers over the business and affairs of the Company
shall  be  exclusively  vested  in a board of  managers  (the  "Board  of  Managers"),  comprised  of a  number  of
individuals  (no less than 2) (each,  a "Manager")  determined by the Member and each of whom shall be appointed by
the Member.  Collectively,  the  Managers  shall  constitute  "managers"  of the Company  within the meaning of the
Act. The Board of Managers may delegate  certain of its powers to officers  (the  "Officers"),  who shall be agents
of the Company.  Except as otherwise  specifically  provided in these  Regulations,  the authority and functions of
the Board of Managers  and of the  Officers  shall be  identical  to the  authority  and  functions of the board of
directors and officers,  respectively,  of a corporation  organized under the Texas Business Corporation Act. Thus,
except as otherwise  specifically  provided in these Regulations,  the business and affairs of the Company shall be
managed  under the  direction of the Board of  Managers,  and the  day-to-day  activities  of the Company  shall be
conducted  on the  Company's  behalf by the  Officers.  In  addition  to the powers  that now or  hereafter  may be
granted to managers under the Act and to all other powers granted under any other  provision of these  Regulations,
the Board of  Managers  (subject to Section 11 of these  Regulations)  and the  Officers  (subject to Section 12 of
these  Regulations  and the  direction  of the Board of  Managers)  shall have full power and  authority  to do all
things on such terms as they, in their sole discretion,  may deem necessary or appropriate to conduct,  or cause to
be  conducted,  the  business and affairs of the  Company.  The Member,  by virtue of its status of a member of the
Company,  shall not have any  management  power over the  business and affairs of the Company or actual or apparent
authority to enter into contracts on behalf of, or to otherwise bind, the Company.

11.      Board of Managers.

(a)      Election  and Removal of  Managers.  Upon  election by the Member,  each  Manager  shall hold office until
death,  disability,  resignation  or removal at any time at the pleasure of the Member.  If a vacancy occurs on the
Board of Managers,  the Member shall elect a successor so that the Board of Managers  remains fully  constituted at
all times.

(b)      Meetings and Approval Requirements.

(i)      Regular  Meetings.  Regular  meetings of the Board of Managers  shall be held as the Board of Managers may
determine  and,  if so  determined,  no notice  thereof  need be given.  Special  meetings of the Board of Managers
shall be held at the written request of any Manager.

(ii)     Telephonic  Meetings.  Any meeting of the Board of Managers may be held by  conference  telephone  call or
through similar  communications  equipment by means of which all persons  participating  in the meeting are able to
hear each other.  Participation  in a  telephonic  or  videographic  meeting held  pursuant to this  section  shall
constitute presence in person at such meeting.

(iii)    Notices.  Notices of regularly  scheduled  meetings of the Board of Managers shall not be required  unless
the time or place of a particular  regular  meeting is other than as set forth in the schedule of regular  meetings
previously  approved by the Board of Managers.  Notices of special  meetings  shall be required and shall state the
place,  date and hour of the  meeting  and the  purpose  or  purposes  for which the  meeting  is  called.  Special
meetings  shall be held at the address  specified  in the notice of such meeting or at such other place as shall be
agreed by the  Managers.  Notice of a special  meeting  shall be given in writing to each Manager not less than two
(2) nor  more  than  fifteen  (15)  days  before  the date of the  meeting.  Managers  may  waive  in  writing  the
requirements for notice before,  at or after the special meeting  involved.  The presence of a Manager at a meeting
shall constitute waiver of notice unless said Manager expressly states otherwise at the outset of such meeting.

(iv)     Quorum.  At each meeting of the Board of Managers,  the presence in person or by electronic  means, as the
case may be, of a majority of the  Managers  shall be  necessary  to  constitute  a quorum for the  transaction  of
business by the Board of Managers.

(v)      Approval  Requirements.  The Board of Managers may act either  through the presence of Managers  voting at
a meeting or by written  consent  without a meeting  as  described  in clause  (vi)  below.  In the case of actions
taken at a  meeting,  the  affirmative  vote of at  least a  majority  of the  Managers  present  in  person  or by
electronic  means,  as the case may be, and voting at a duly held  meeting of the Board of Managers  where a quorum
is present shall be necessary for any action of the Board of Managers.

(vi)     Written  Consents.  Any action  required  or  permitted  to be taken at a meeting of the Board of Managers
may be taken  without a meeting,  without  prior  notice and  without a vote if a consent or  consents  in writing,
setting  forth the action so taken,  shall be signed by at least a majority of the Managers.  Such  consents  shall
be filed with the minutes of the proceedings of the Board of Managers.

(vii)    Compensation  and  Reimbursement.  Except as determined by the Board of Managers,  no compensation or fees
shall be paid by the Company to any  individual  for serving as a Manager.  However,  Managers shall be entitled to
reimbursement by the Company for reasonable expenses incurred in attending meetings of the Board of Managers.

(c)      Initial Managers.  The initial Managers, as of the effectiveness of these Regulations, are as follows:

                                            B. H. Hale

                                            R. J. Tanski

12.      Officers.

(a)      Appointment and Tenure.

(i)      The Officers of the Company  shall be comprised of one or more  individuals  designated  from time to time
by the Board of  Managers.  No Officer  need be a resident  of the State of Texas.  Officers of the Company are not
"managers,"  as that term is used in the Act.  Each Officer shall hold his office for such term and shall have such
authority and exercise  such powers and perform such duties as shall be  determined  from time to time by the Board
of  Managers.  Any number of offices may be held by the same  individual.  The salaries or other  compensation,  if
any, of the Officers and other agents of the Company shall be fixed from time to time by the Board of Managers.

(ii)     The Officers of the Company may be comprised of a  president,  a secretary  and a treasurer.  The Board of
Managers may also  designate one or more vice  presidents,  assistant  secretaries  and assistant  treasurers.  The
Board of Managers may designate  such other  Officers and assistant  officers and agents as the Managers shall deem
necessary.

(b)      Removal.  Any  Officer  may be  removed  as such at any time by the  Board  of  Managers,  either  with or
without cause, in the discretion of the Board of Managers.

(c)      President.  The president,  if one is  designated,  shall be the chief  executive  officer of the Company,
shall have general and active  management of the day-to-day  business and affairs of the Company as authorized from
time to time by the Board of Managers and shall be  authorized  and directed to implement  all orders,  resolutions
and business plans adopted by the Board of Managers.

(d)      Vice Presidents.  The vice  presidents,  if any are designated,  in the order of their  seniority,  unless
otherwise  determined by the Board of Managers,  shall, in the absence or disability of the president,  perform the
duties and have the  authority and exercise the powers of the  president.  They shall perform such other duties and
have such other authority and powers as the Board of Managers may from time to time prescribe.

(e)      Secretary;  Assistant  Secretaries.  The secretary,  if one is  designated,  shall perform such duties and
have such powers as the Board of Managers may from time to time prescribe.  The assistant  secretaries,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  secretary,  perform the duties and exercise the powers of the  secretary.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

(f)      Treasurer;  Assistant  Treasurers.  The  treasurer,  if one  is  designated,  shall  have  custody  of the
Company's  funds and  securities and shall keep full and accurate  accounts and records of receipts,  disbursements
and other  transactions in books belonging to the Company,  and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such  depositories  as may be  designated  from time to time by the
Board of  Managers.  The  treasurer  shall  disburse  the funds of the  Company  as may be  ordered by the Board of
Managers,  taking  proper  vouchers  for such  disbursements,  and  shall  render  the  president  and the Board of
Managers,  when so directed,  an account of all his transactions as treasurer and of the financial condition of the
Company.  The  treasurer  shall  perform  such other duties and have such other powers as the Board of Managers may
from time to time  prescribe.  If required by the Board of Managers,  the  treasurer  shall give the Company a bond
of such type,  character  and amount as the Board of Managers may require.  The  assistant  treasurers,  if any are
designated,  in the order of their seniority,  unless otherwise determined by the Board of Managers,  shall, in the
absence or disability of the  treasurer,  perform the duties and exercise the powers of the  treasurer.  They shall
perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

13.      Powers of Execution.

(a)      Checks  and  Notes.  All checks and other  demands  for money and notes and any other  instrument  for the
payment of money  shall be signed on behalf of the  Company by such  Officer or by such other  person or persons as
the Board of Managers  may from time to time  designate.  The  signature  of such  Officer or any such other person
may be a facsimile if so authorized by the Board of Managers.

(b)      Contracts and Deeds.  All  contracts,  deeds and  instruments  shall be signed on behalf of the Company by
such Officer or by such other person or persons as the Board of Managers may from time to time designate.

(c)      Interests  in Other  Entities.  All shares of stock,  partnership  interests,  limited  liability  company
interests or other  interests  owned by the Company in other  entities shall be voted or  represented,  as the case
may be, on behalf of the  Company by such  Officer or such other  person or persons as shall be  designated  by the
Board of Managers.

14.      Exculpation.  NEITHER  THE  MANAGERS,  THE  MEMBER,  NOR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE
COMPANY OR OF THE MEMBER,  SHALL BE LIABLE,  RESPONSIBLE  OR  ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR
THE  MEMBER  FOR ANY  ACTION  TAKEN OR  FAILURE  TO ACT (EVEN IF SUCH  ACTION OR  FAILURE  TO ACT  CONSTITUTED  THE
NEGLIGENCE OF A PERSON,  INCLUDING THE PERSON FOR WHOM  EXCULPATION  IS SOUGHT  HEREUNDER) ON BEHALF OF THE COMPANY
WITHIN THE SCOPE OF THE  AUTHORITY  CONFERRED ON THE PERSON  DESCRIBED IN THESE  REGULATIONS  OR BY LAW UNLESS SUCH
ACT OR OMISSION WAS PERFORMED OR OMITTED  FRAUDULENTLY OR CONSTITUTED  GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT.  TO
THE EXTENT THAT, AT LAW OR IN EQUITY,  THE MANAGERS,  THE MEMBER,  OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF
THE COMPANY OR OF THE MEMBER HAVE DUTIES  (INCLUDING  FIDUCIARY  DUTIES) AND  LIABILITIES  RELATING TO THE COMPANY,
THE MANAGERS,  THE MEMBER OR ANY OWNER, OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER ACTING UNDER
THESE  REGULATIONS  SHALL NOT BE LIABLE TO THE COMPANY OR THE MEMBER FOR THEIR  RELIANCE ON THE PROVISIONS OF THESE
REGULATIONS.  THE  PROVISIONS  OF THESE  REGULATIONS,  TO THE EXTENT THAT THEY  EXPAND OR  RESTRICT  THE DUTIES AND
LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
OTHERWISE  EXISTING AT LAW OR IN EQUITY,  ARE AGREED TO BY THE MEMBER PURSUANT TO THE PROVISIONS OF ARTICLE 2.20 OF
THE ACT TO REPLACE SUCH OTHER DUTIES AND LIABILITIES OF THE MANAGERS,  THE MEMBER OR ANY OWNER,  OFFICER,  DIRECTOR
OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.

15.      Indemnification.

(a)      The Company  shall  indemnify  any person who was or is a party or is threatened to be made a party to any
threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  by reason of the fact that such person is or was, at any time prior to or during which this Section 15
is in effect,  a Manager,  an Officer  or Member of the  Company,  or is or was,  at any time prior to or during
which this Section 15 is in effect,  serving at the request of the Company, as a manager,  director or officer of a
corporation,  partnership,  limited liability company,  joint venture,  trust, other enterprise or employee benefit
plan against  reasonable  expenses  (including  attorneys'  fees),  judgments,  fines,  penalties,  amounts paid in
settlement and other  liabilities  actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law.

(b)      Expenses  incurred by a person who is or was a Manager,  an Officer or Member of the Company in  appearing
at, participating in or defending any threatened,  pending or completed action, suit or proceeding,  whether civil,
criminal,  administrative or investigative,  shall be paid by the Company at reasonable intervals in advance of the
final  disposition  of such  action,  suit or  proceeding  upon  receipt of an  undertaking  by or on behalf of the
Member,  Officer or Manager to repay such amount if it shall  ultimately be  determined  that he is not entitled to
be indemnified  by the Company as authorized by this Section 15. The  indemnification  and  advancement of expenses
provided  by  this  Section  15  shall  not be  deemed  exclusive  of any  other  rights  to  which  those  seeking
indemnification  or  advancement  of expenses  may be or become  entitled  under any law,  these  Regulations,  the
decision  of the Board of  Managers,  or the Member or  otherwise,  or under any policy or  policies  of  insurance
purchased and  maintained by the Company on behalf of any such person,  both as to action in his official  capacity
and as to action in another  capacity  while holding such office,  and shall continue as to a person who has ceased
to be a manager,  officer or member and shall inure to the benefit of the heirs,  executors and  administrators  of
such person.

(c)      The rights  provided by this  Section 15 are for the  benefit of the persons  referred to herein and their
respective  heirs,  executors  and  administrators  and shall be legally  enforceable  against  the Company by such
persons (who shall be presumed to have relied on such rights in  undertaking  or  continuing  any of the  positions
referred to herein) or by their  respective  heirs,  executors and  administrators.  No amendment to or restatement
of this  Section 15, or merger,  consolidation,  conversion  or  reorganization  of the  Company,  shall impair the
rights of  indemnification  provided  by this  Section 15 with  respect to any action or failure to act, or alleged
action or failure to act,  occurring or alleged to have  occurred  prior to such  amendment,  restatement,  merger,
consolidation, conversion or reorganization.

16.      Mergers and  Exchanges.  Subject to the  requirements  of the Act, the Company may be a party to a merger,
consolidation, share or interest exchange or other transaction authorized by the Act.

17.      Amendments to these Regulations.  The power to alter,  amend,  restate,  or repeal these Regulations or to
adopt new  regulations  is vested in the Member.  These  Regulations  may be  amended,  modified,  supplemented  or
restated in any manner permitted by applicable law and approved by the Member.

18.      Governing  Law.  These  Regulations  shall be governed by, and construed  under,  the laws of the State of
Texas (without regard to principles of conflict of laws), all rights and remedies being governed by said laws.


         IN WITNESS WHEREOF,  the undersigned,  intending to be bound hereby,  has duly executed these  Regulations
to be effective as of June 3, 2003.








                                                      TORO PARTNERS, LP


 


 By:  Upstate Energy Inc., its sole general partner


 


  By: /s/ B. H. Hale


   Name:    B. H. Hale


   Title:      President










EX-99
45
ex99-43.htm
99-43



Ex99-43 to 2003 Form U5S




Ex99-43



                                    ARTICLES OF ORGANIZATION
                                               OF
                                            ESPC, LLC


         (Under Section Two Hundred Three of the New York Limited Liability Company Law)

         The undersigned person, acting as an organizer of the limited liability company
hereinafter named, sets forth the following statements:

         FIRST:   The name of the limited liability company (the "company") is ESPC, LLC.

         SECOND:  The county within the State of New York in which the office of the company is
to be located is Erie County.

         THIRD:   The company is not to have a specific date of dissolution in addition to the
events of dissolution set forth in Section 701 of the New York Limited Liability Company Law.

         FOURTH:  The Secretary of State of the State of New York is designated as agent of the
company upon whom process against it may be served.  The post office address within or without
the State of New York to which the Secretary of State of the State of New York shall mail a
copy of any process against the company served upon him or her is c/o National Fuel Gas
Company, 10 Lafayette Square, Buffalo, New York 14203, Attention:  James Peterson.

         FIFTH:   The company is to be managed by one or more managers.

         SIXTH:   The purposes for which the company is formed are as follows:

         1.       To locate, acquire, own and use real and personal property, or acquire interests
                  therein, for the construction and operation of a gas pipe line
                  extending from Grand Island, New York to Schroeppel, New York;

         2.       To construct, install, operate and maintain such gas pipe line for public use in the
                  State of New York in the counties of Niagara, Erie, Genesee, Monroe,
                  Ontario, Wayne, Cayuga, Oswego and Onondaga;

         3.       To convey and transport through such gas pipe line natural gas and other property for
                  which the gas pipe line was constructed and to erect and maintain all
                  necessary buildings, stations, fixtures and machinery for the
                  purposes of engaging in the activities for which the company is
                  formed;

         4.       To carry out its purposes alone or jointly with one or more other corporations, limited
                  liability companies or other entities empowered to so act; and

         5.       To engage in any lawful act or activity permitted for a limited liability company
                  organized under the Limited Liability Company Law of the State of New
                  York; provided, however, that the company is not formed to engage in
                  any act or activity requiring the consent or approval of any state
                  official, department, board, agency or other body without such
                  consent or approval first being obtained; provided, further, however,
                  that the corporation shall not maintain and operate a gas pipe line
                  through or in any county other than the counties set forth in
                  paragraph 2 of this Article SIXTH.

         IN WITNESS WHEREOF, I have signed this document on the date set forth below and do
hereby affirm under penalties of perjury, that the statements contained herein have been
examined by me and are true and correct.


Dated:  January 22, 2003
                                                               /s/ Herbert Henryson II
                                                               Herbert Henryson II
                                                               Sole Organizer









EX-99
46
ex99-44.htm
99-44



Ex99-44 to 2003 Form U5S




Ex99-44



                                           CERTIFICATE OF AMENDMENT
                                                    OF THE
                                           ARTICLES OF ORGANIZATION
                                                      OF
                                                   ESPC, LLC


               (Under Section Two Hundred Eleven of the New York Limited Liability Company Law)

         The undersigned person, acting as an authorized person of the limited liability company hereinafter
named, sets forth the following statements:

         FIRST:   The name of the limited liability company (the "company") is ESPC, LLC.  The initial
articles of organization of the company were filed on January 23, 2003.

         SECOND:  The articles of organization of the company are hereby amended by deleting Article SIXTH,
which sets forth the purposes for which the company is formed, in its entirety.

         THIRD:   The amendment of the articles of organization herein certified has been duly adopted by
board of managers and the sole member of the company in accordance with the provisions of Section 213 of the
Limited Liability Company Law of the State of New York.

         IN WITNESS WHEREOF, I have signed this document on the date set forth below and do hereby certify
and affirm under penalties of perjury, that the statements contained herein have been examined by me and are
true and correct.


Dated:  February 3, 2003

                                                               /s/ Herbert Henryson II
                                                               Herbert Henryson II
                                                               Authorized Person








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Ex99-45



                                              OPERATING AGREEMENT

                                                      OF

                                                   ESPC, LLC

         This Operating Agreement (the "Agreement") of ESPC, LLC, a New York limited liability company (the
"Company"), is adopted and entered into by and between the Company and Highland Forest Resources, Inc., a New
York corporation, as its sole member (the "Member(s)", which term shall include such other persons who shall
become members of the Company in accordance with the terms of this Agreement and the Act) pursuant to and in
accordance with the Limited Liability Company Law of the State of New York, as amended from time to time (the
"Act").  Terms used in this Agreement that are not otherwise defined shall have the respective meanings given
those terms in the Act.

         The parties hereto hereby agree as follows:

         1.       Name.  The Name of the limited liability company under which it was formed is ESPC, LLC.

         2.       Term.  The Company shall continue until dissolved in accordance with the Act.

         3.       Management.       Management of the Company shall be vested in a Manager or Managers who shall
constitute a Board of Managers and shall manage the Company in accordance with the Act.

         4.       Purpose.  The purpose of the Company is to own and operate a natural gas pipeline within the State
of New York known as "Empire State Pipeline" and to engage in any lawful act or activity for which limited
liability companies may be formed under the Act and to engage in any and all activities necessary or
incidental thereto.

         5.       Members.  The name and the business, residence or mailing address of the sole initial Member is as
follows:

                      Name                                           Address

Highland Forest Resources, Inc., a New York corporation      c/o National Fuel Gas Company
                                                             10 Lafayette Square
                                                             Buffalo, New York 14203


         6.       Capital Contributions.  Subject to the satisfaction of certain conditions, the initial Member will
contribute to the Company $10.00 in the form of cash.

         7.       Additional Contributions.  No Member is required to make any additional capital contributions to the
Company.

         8.       Allocation of Profits and Losses.  The Company's profits and losses shall be allocated in proportion
to the value of the capital contributions of the Members.

         9.       Distributions.  Distributions shall be made to the Members at the times and in the aggregate amounts
determined by the Board of Managers.  Such distributions shall be allocated among the Members in the same
proportion as their then capital account balances.

         10.      Withdrawal of a Member.  A Member may withdraw from the Company in accordance with the Act.

         11.      Assignments; Rights of Assignee to Become a Member.  A Member may assign in whole or in part his,
her or its membership interests in the Company; provided, however, that an assignee of a membership interest
may not become a Member without the vote or written consent of at least a majority in interest of the
Members, other than the Member who assigns or proposes to assign such membership interest.

         12.      Admission of Additional Members by the Company.  One or more additional Members of the Company may
be admitted to the Company with the vote or written consent of a majority in interest of the Members (as
defined in the Act).

         13.      Liability of Members.  The Members shall not have any liability for the obligations or liabilities
of the Company except to the extent provided in the Act.

         14.      Exculpation of Managers.  A manager exercising management powers or responsibilities for or on
behalf of the Company shall not have personal liability to the Company or its members or damages for any
breach of duty in such capacity; provided, however, that nothing in this paragraph 14 shall eliminate or
limit the liability of any such manager if a judgment or other final adjudication adverse to him or her
establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled or that with respect to a distribution to Members the subject of
subdivision (a) of Section 508 of the Act his or her acts were not performed in accordance with section 409
of the Act.

         15.      Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York, all rights and remedies being governed by said laws.

         16.      Indemnification.  To the fullest extent permitted by law, the Company shall indemnify and hold
harmless, and shall advance expenses to, any Member, manager or other person, or any testator or intestae of
such Member, manager or other person (collectively, the "Indemnitees"), from and against any and all claims
and demands whatsoever; provided, however, that no indemnification may be made to or on behalf of any
Indemnitee if a judgment or other final adjudication adverse to such Indemnitee established that (a) his or
her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material
to the cause of action a=so adjudicated or (b) he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.  The provisions of this paragraph 16 shall
continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains a Member,
manager, employee or agent of the Company.

         17.      Tax Matters.  The Members of the Company and the Company intend that the Company be treated as a
partnership for all income tax purposes and will file such necessary and appropriate forms in furtherance
thereof.








         IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the 6th day of
February, 2003.

                                                              HIGHLAND FOREST RESOURCES, INC.
                                                              a New York corporation

                                                              By: /s/ D. J. Seeley
                                                                  D. J. Seeley, President


                                                              ESPC, LLC

                                                              By: /s/ D. J. Seeley
                                                                  D. J. Seeley, President









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Ex99-46



                                           ARTICLES OF ORGANIZATION
                                                      OF
                                                   SCPC, LLC


                (Under Section Two Hundred Three of the New York Limited Liability Company Law)

         The undersigned person, acting as an organizer of the limited liability company hereinafter named,
sets forth the following statements:

         FIRST:   The name of the limited liability company (the "company") is SCPC, LLC.

         SECOND:  The county within the State of New York in which the office of the company is to be located
is Erie County.

         THIRD:   The company is not to have a specific date of dissolution in addition to the events of
dissolution set forth in Section 701 of the New York Limited Liability Company Law.

         FOURTH:  The Secretary of State of the State of New York is designated as agent of the company upon
whom process against it may be served.  The post office address within or without the State of New York to
which the Secretary of State of the State of New York shall mail a copy of any process against the company
served upon him or her is c/o National Fuel Gas Company, 10 Lafayette Square, Buffalo, New York 14203,
Attention:  James Peterson.

         FIFTH:   The company is to be managed by one or more managers.

         IN WITNESS WHEREOF, I have signed this document on the date set forth below and do hereby affirm
under penalties of perjury, that the statements contained herein have been examined by me and are true and
correct.


Dated:  February 3,2003

                                                               /s/ Herbert Henryson II
                                                               Herbert Henryson II
                                                               Sole Organizer








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Ex99-47




                                              OPERATING AGREEMENT

                                                      OF

                                                   SCPC, LLC

         This Operating Agreement (the "Agreement") of SCPC, LLC, a New York limited liability company (the
"Company"), is adopted and entered into by and between the Company and Highland Forest Resources, Inc., a New
York corporation, as its sole member (the "Member(s)", which term shall include such other persons who shall
become members of the Company in accordance with the terms of this Agreement and the Act) pursuant to and in
accordance with the Limited Liability Company Law of the State of New York, as amended from time to time (the
"Act").  Terms used in this Agreement that are not otherwise defined shall have the respective meanings given
those terms in the Act.

         The parties hereto hereby agree as follows:

         1.       Name.  The Name of the limited liability company under which it was formed is SCPC, LLC.

         2.       Term.  The Company shall continue until dissolved in accordance with the Act.

         3.       Management.       Management of the Company shall be vested in a Manager or Managers who shall
constitute a Board of Managers and shall manage the Company in accordance with the Act.

         4.       Purpose.  The purpose of the Company is to own and operate a natural gas pipeline within the State
of New York known as "Empire State Pipeline" and to engage in any lawful act or activity for which limited
liability companies may be formed under the Act and to engage in any and all activities necessary or
incidental thereto.

         5.       Members.  The name and the business, residence or mailing address of the sole initial Member is as
follows:

                    Name                                              Address

Highland Forest Resources, Inc., a New York corporation      c/o National Fuel Gas Company
                                                             10 Lafayette Square
                                                             Buffalo, New York 14203


         6.       Capital Contributions.  Subject to the satisfaction of certain conditions, the initial Member will
contribute to the Company $10.00 in the form of cash.

         7.       Additional Contributions.  No Member is required to make any additional capital contributions to the
Company.

         8.       Allocation of Profits and Losses.  The Company's profits and losses shall be allocated in proportion
to the value of the capital contributions of the Members.

         9.       Distributions.  Distributions shall be made to the Members at the times and in the aggregate amounts
determined by the Board of Managers.  Such distributions shall be allocated among the Members in the same
proportion as their then capital account balances.

         10.      Withdrawal of a Member.  A Member may withdraw from the Company in accordance with the Act.

         11.      Assignments; Rights of Assignee to Become a Member.  A Member may assign in whole or in part his,
her or its membership interests in the Company; provided, however, that an assignee of a membership interest
may not become a Member without the vote or written consent of at least a majority in interest of the
Members, other than the Member who assigns or proposes to assign such membership interest.

         12.      Admission of Additional Members by the Company.  One or more additional Members of the Company may
be admitted to the Company with the vote or written consent of a majority in interest of the Members (as
defined in the Act).

         13.      Liability of Members.  The Members shall not have any liability for the obligations or liabilities
of the Company except to the extent provided in the Act.

         14.      Exculpation of Managers.  A manager exercising management powers or responsibilities for or on
behalf of the Company shall not have personal liability to the Company or its members or damages for any
breach of duty in such capacity; provided, however, that nothing in this paragraph 14 shall eliminate or
limit the liability of any such manager if a judgment or other final adjudication adverse to him or her
establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled or that with respect to a distribution to Members the subject of
subdivision (a) of Section 508 of the Act his or her acts were not performed in accordance with section 409
of the Act.

         15.      Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York, all rights and remedies being governed by said laws.

         16.      Indemnification.  To the fullest extent permitted by law, the Company shall indemnify and hold
harmless, and shall advance expenses to, any Member, manager or other person, or any testator or intestae of
such Member, manager or other person (collectively, the "Indemnitees"), from and against any and all claims
and demands whatsoever; provided, however, that no indemnification may be made to or on behalf of any
Indemnitee if a judgment or other final adjudication adverse to such Indemnitee established that (a) his or
her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material
to the cause of action a=so adjudicated or (b) he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.  The provisions of this paragraph 16 shall
continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains a Member,
manager, employee or agent of the Company.

         17.      Tax Matters.  The Members of the Company and the Company intend that the Company be treated as a
partnership for all income tax purposes and will file such necessary and appropriate forms in furtherance
thereof.








         IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the 6th day of
February, 2003.

                                                              HIGHLAND FOREST RESOURCES, INC.
                                                              a New York corporation

                                                              By: /s/ D. J. Seeley
                                                                  D. J. Seeley, President


                                                              SCPC, LLC

                                                              By: /s/ D. J. Seeley
                                                                  D. J. Seeley, President










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Ex99-48



                                                                       ORIGINAL



                                             EMPIRE STATE PIPELINE
                                SECOND AMENDED AND RESTATED OPERATING AGREEMENT
                                                    BETWEEN
                                       ST. CLAIR PIPELINE COMPANY, INC.
                                                      AND
                                      EMPIRE STATE PIPELINE COMPANY, INC.




Dated as of September 27, 1996










                                SECOND AMENDED AND RESTATED OPERATING AGREEMENT

                                               TABLE OF CONTENTS


ARTICLE I                  DEFINITIONS                                               1
ARTICLE 11                 FORMATION AND PURPOSES                                    1

2.1                        Formation                                                 1
2.2                        Treatment                                                 2
2.3                        Name                                                      2
2.4                        Purposes                                                  2
2.5                        Principal Office                                          2
2.6                        Use of Pipeline                                           2
2.7                        Assumption of Ownership Expenses                          2
2.8                        Representations and Warranties of the Joint
                              Ventures                                               2

ARTICLE III                CAPITALIZATION, ALLOCATIONS AND DISTRIBUTIONS             3

3.1                        Initial Capital Contributions                             3
3.2                        Additional Capital Contributions                          3
3.3                        Payment of Capital Contributions                          4
3.4                        Joint Venture Default Loans                               5
3.5                        Joint Venture Loans                                       6
3.5.1                      Loans in Place of Capital Contributions                   6
3.5.2                      Working Capital Loans                                     6
3.5.3                      Institutional Loans                                       7
3.6                        Allocation of Profits and Losses                          7
3.7                        Distributions of Excess Cash
3.8                        Notice of Transfer                                        7

ARTICLE IV                 OPERATING MANAGER                                         7

4.1                        Designation of Operating Manager                          7
4.2                        Responsibilities of Operating Manager                     8
4.3                        Personnel                                                 10
4.4                        Standard of Performance of Operating Manager              10
4.5                        Accounting and Compensation                               11
4.6                        Operating Budgets                                         11
4.7                        Rate Reviews                                              11
4.8                        Cooperation                                               11











ARTICLE V                  INDEMNITY AND INSURANCE                                   12

5.1                        Indemnity and Litigation                                  12
5.2                        Insurance                                                 13

ARTICLE VI                 MANAGEMENT OF THE JOINT VENTURE                           13

6.1                        Management Authority                                      13
6.2                        Rules and Regulations                                     13
6.3                        Management Committee Members                              13
6.4                        Management Committee Voting Requirements; Quorum          14
6.5                        Management Committee Officers                             14
6.6                        Indemnification of Management Committee                   14

ARTICLE VII                ACCOUNTING AND TAXATION                                   15

7.1                        Accounting Practices and Procedures                       15
7.2                        Preparation of Financial Statements and
                              Custody of Books and Records                           15
7.3                        Books of Account                                          15
7.4                        Annual Financial Statements                               15
7.5                        Interim Financial Statements                              15
7.6                        Taxation                                                  16

ARTICLE VII                LIMITATION OF LIABILITIES                                 17

8.1                        Limitation of Liability of Joint Venturers                17
8.2                        Contracts to Limit Joint Venturers' Liabilities           17
8.3                        Limitation of Liabilities                                 17
8.4                        Satisfaction of Judgments; Costs of Defense               17

ARTICLE IX                 FORCE MAJEURE                                             17

9.1                        Force Majeure                                             17
9.2                        Force Majeure Defined                                     18
9.3                        Limitations                                               18

ARTICLE X                  TRANSFER OR ASSIGNMENT                                    18

10.1                       Transferor Pledge of Joint Venture Interest               18
10.2                       Transfer in Connection with Transfer of
                              Ownership Interest Pursuant to the Joint
                              Ownership Agreement                                    18
10.3                       Conditions to Transfer                                    19
10.4                       Effect of Permitted Transfers                             20










10.5                       Effect of Prohibited Transfers                            20
10.6                       Transfers and Withdrawals Prohibited                      20
10.6.1                     Prohibited Acts                                           20
10.6.2                     Liability                                                 21
10.7                       Legend on Evidences of Indebtedness Held by
                              Joint Venturers                                        21
10.8                       Admission of New Joint Venturer                           21
10.9                       Mutual Assurances                                         21

ARTICLE XI                 EVENTS OF DEFAULT                                         21

11.1                       Nature of Events                                          21
11.2                       Default Remedies                                          22

ARTICLE XII                DISSOLUTION AND LIQUIDATION                               22

12.1                       Term of Joint Venture                                     22
12.2                       Automatic Dissolution Upon Occurrence of
                              Certain Events                                         22
12.2.1                     Events                                                    22
12.2.2                     Effect                                                    23
12.3                       Dissolution Upon Occurrence of Other Events               23
12.3.1                     Events                                                    23
12.3.2                     Effect                                                    24
12.3.3                     Purchase of Interest                                      24
12.3.4                     Appraisal                                                 25
12.4                       Winding Up and Liquidation                                25
12.4.1                     Priority of Liquidation- Distribution                     26
12.4.2                     Reserves                                                  26
12.4.3                     Restoration of Deficit Capital Accounts                   26
12.5                       Termination Subject to Laws and Regulations               26

ARTICLE XII                ARBITRATION                                               27

13.1                       Management Committee Deadlocks                            27
13.2                       Arbitration Procedure                                     27

ARTICLE XIV                NOTICES                                                   27

ARTICLE XV                 MISCELLANEOUS                                             28

15.1                       Applicable Law                                            28
15.2                       Laws and Regulatory Bodies                                28
15.3                       Waiver                                                    29
15.4                       Modification                                              29









15.5                       Captions                                                  29
15.6                       Equal Employment Opportunity                              29
15.7                       Survival                                                  29
15.8                       Entire Agreement                                          29
15.9                       Severability                                              30
15.10                      Parties Bound and Benefited                               30
15.11                      Disposition of Documents                                  30
15.12                      Disclosure                                                30
15.12                      Outside Interests                                         30
15.13                      Brokerage Commissions                                     30


APPENDIX A.                Definitions
APPENDIX B.                Accounting Procedures
APPENDIX C.                Rules and Regulations










                                          SECOND AMENDED AND RESTATED
                                              OPERATING AGREEMENT


                  THIS  AGREEMENT,  made as of September  27, 1996 by and between ST. CLAIR  PIPELINE  COMPANY,
INC., a pipeline  corporation  organized and existing under the New York Transportation  Corporations Law ("St.
Clair"), and EMPIRE STATE PIPELINE COMPANY,  INC., a pipeline corporation  organized and existing under the New
York  Transportation  Corporations  Law ("ESPC") (St. Clair and ESPC hereinafter  sometimes  referred to as the
"Joint Venturers", and each, a Joint Venturer")

                                                  WITNESSETH:

                  WHEREAS, St. Clair and ESPC have entered into a Second Amended and Restated Joint Ownership
Agreement, dated as of even date herewith, providing for the ownership, as Tenants in Common, of the Empire
State Pipeline; and St. Clair, ESPC, and ANR Pipeline Company have entered into a Second Amendment to the
Construction Agreement, dated as of even date herewith, providing for the construction of the Empire State
Pipeline;

                  WHEREAS, pursuant to the Second Amended and Restated Joint Ownership agreement and the
Construction Agreement, St. Clair and ESPC will own the Initial Line, as hereinafter defined;

                  WHEREAS, the parties hereto desire to voluntarily associate themselves as joint venturers
to provide for the operation and maintenance of the Pipeline (as hereinafter defined) and to engage in the
business of the transportation of natural gas pursuant to the terms and conditions herein set forth;

         NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements
herein contained, the parties hereto hereby agree as follows:


                                                   ARTICLE I
                                                  DEFINITIONS

                  Unless the context otherwise requires or unless otherwise defined herein, the terms defined
in Appendix A hereto shall, for all purposes of this Agreement, have the respective meanings set forth
therein.


                                                  ARTICLE II
                                              FORMATION AND USES

2.1      Formation.  ESPC and St. Clair previously formed Empire State Pipeline as a joint venture as of the
         date of the Operating Agreement dated December 22, 1988 ("Formation Date"), pursuant to the New York
         Act for the purposes stated herein.  Except as expressly provided








         herein to the contrary, the rights and obligations of the Joint Venturers and the administration and
         termination of the Joint Venture shall be governed by the New York Act.

2.2      Treatment.  The Joint Venture is intended as, and shall be, a New York joint venture for contract,
         tort and for every other purpose whatsoever.  The Joint Venturers shall take all actions as may be
         necessary or appropriate to qualify for, receive and maintain such treatment as a New York joint
         venture, including, but not limited to, the execution of any required amendment to this Agreement
         and/or any required certificate.

2.3      Name.  The name of the Joint Venture shall be "Empire State Pipeline".  The business of the Joint
         Venture shall be conducted under the name "Empire State Pipeline" or such other name as the
         Management Committee may from time to time determine.

2.4      Purposes.  The purposes of the Joint Venture shall be the operation and maintenance of the Pipeline,
         and the transportation of Gas through the Pipeline, pursuant to the provisions of this Agreement,
         and the conduct of anything incidental to the foregoing purposes.

2.5      Principal Office.  The principal office of the Joint Venture shall be located at the principal
         office of ESPC or at such other place as the Management Committee shall from time to time
         determine.  Notice of any change in such office shall be given to each Joint Venturer.

2.6      Use of Pipeline.  The Joint Venturers agree to make available to the Joint Venture, throughout the
         term of the Joint Venture, for use in its business, all of their respective Ownership Interests in
         the Pipeline and in any and all certificates, licenses, permits and approvals of regulatory agencies
         relating to the Pipeline; provided, however, that the Pipeline and all such certificates, licenses,
         permits and approvals shall be and remain the property and rights of the respective Joint Venturers,
         and shall not be or become the property or assets of the Joint Venture.

2.7      Assumption of Ownership Expenses.  After the Initial Line or any Incremental Expansion is placed in
         commercial operation, the Joint Venture shall be responsible for all expenses and costs incident to
         the ownership of the Initial Line and any such Incremental Expansion, including property taxes and
         assessments and property damage and liability insurance.

2.8      Representations and Warranties of the Joint Venturers.  Each Joint Venturer represents and warrants
         to, and agrees with, each other Joint Venturer, as of the date hereof, that:

                  (i)      It is a  corporation  duly  incorporated  and validly  existing and in good standing
                           under the  Transportation  Corporations  Law with full power and  authority to enter
                           into and perform its obligations hereunder;

                  (ii)     The  execution  and delivery of this  Agreement  have been duly  authorized,  and no
                           order, approval, license, authorization or validation of, or filing, recording or

                                                                2








                           registration with, or exemption by, any governmental authority is required to
                           authorize, or is required in connection with the execution and delivery by it of
                           this Agreement or the legality, validity, binding effect or enforceability of this
                           Agreement,

                  (iii)    This Agreement, when executed and delivered, will be valid and binding on it,
                           enforceable in accordance with its terms, except to the ex-tent that enforcement
                           may be limited by applicable bankruptcy, insolvency, reorganization or similar
                           laws affecting creditor's fights generally and by equitable principles;

                  (iv)     The execution, delivery and performance of this Agreement does not contravene,
                           violate or conflict with any provision or constitute a default under, any of its
                           organizational documents, any contractual covenant or any restriction by which it
                           or its property is bound or any existing permit, license, law, regulation, rule,
                           ordinance, order, judgment or decree applicable to such Joint Venturer or the
                           business or properties of such Joint Venturer;

                  (v)      It has not received written notice of any action, proceeding or investigation
                           pending, nor to its knowledge is any such action, proceeding or investigation
                           threatened (or any basis therefor known to it) which questions the validity of
                           this Agreement or which would materially adversely affect its rights or
                           obligations as a Joint Venturer or the business, operations, or financial
                           condition of the Joint Venture;

                  (vi)     It is not a "holding company" or an "electric utility" or a "public utility"
                           within the meaning of the Public Utility Holding Company Act of 1935, as amended
                           or a "public utility" within the meaning of the Federal Power Act, as amended; and

                  (vii)    There are no finders' or brokers' commissions and expenses, whether due
                           previously, now or in the future, with respect to the entry into this Agreement or
                           the project contemplated by this Agreement.

                                                  ARTICLE III
                                 CAPITALIZATION, ALLOCATIONS AND DISTRBUTIONS

3.1      Initial Capital Contributions.  Prior to the execution of this Agreement, the Joint Venturers shall
         have contributed to the capital of the Joint Venture, in cash, the amount of $1,000.

3.2      Additional  Capital  Contributions.  The  Joint  Venturers  shall,  from  time to time  pursuant  to a
         request  under Section 3.3. 1, provide funds as  additional  Capital  Contributions,  in proportion to
         their  Joint  Venture  Interests,  as shall be  necessary,  after  taking into  account the  operating
         revenues of the Joint  Venture and the  proceeds of any loans to the Joint  Venture,  to pay the debts
         and  obligations  of the  Joint  Venture  as they  become  due,  including,  without  limitation,  all
         obligations of the Joint Venture to reimburse the Operating Manager for its

                                                       3









                  reasonable costs, expenses and expenditures pursuant to Section 4.5.2, and to provide
                  working capital and contingent reserves (excluding any capital improvements or additions to
                  or replacements of the Pipeline which are or will be funded by the Tenants under the Joint
                  Ownership Agreement), necessary to operate and maintain the Pipeline and operate and
                  administer the Joint Venture.

3.3      Payment of Capital Contributions.  Except as may be otherwise determined by the Management Committee:

         3.3.1    The Management  Committee or the Operating Manager shall issue a written request,  containing
                  the  information  set forth in the Accounting  Procedures  attached  hereto as Appendix B, to
                  each Joint Venturer for payment of each Capital  Contribution  to be made in accordance  with
                  this  Agreement  at such times and in such  amounts as the  Management  Committee  shall deem
                  appropriate  in  light  of  the  cash   requirements  of  the  Joint  Venture.   All  Capital
                  Contributions  received by the Joint Venture from a Joint  Venturer  pursuant to this Section
                  3.3.1 on or before the date  specified  in the  Accounting  Procedures  shall be  credited to
                  such Joint  Venturer's  Capital Account as of such specified date and all amounts received by
                  the Joint  Venture  from a Joint  Venturer  pursuant  to this  Section  3.3.1  after the date
                  specified in the  Accounting  Procedures  shall,  subject to the provisions of Section 3.3.5,
                  be credited to such Joint Venturer's Capital Account as of the date of receipt thereof

         3.3.2    Each  Joint  Venturer  agrees to make  payment of its  respective  Capital  Contributions  in
                  immediately  available  funds in  accordance  with the  requests  issued  pursuant to Section
                  3.3.1 on or prior to the date specified in the Accounting Procedures.

         3.3.3    Except  as may  be  otherwise  provided  in  this  Agreement,  the  obligation  of the  Joint
                  Venturers to make Capital  Contributions  hereunder  shall not inure to the benefit of, or be
                  enforceable  by,  any  person  or entity  other  than the Joint  Venture  or any other  Joint
                  Venturer.  No Joint  Venturer  shall be  obligated  to make any Capital  Contribution  in the
                  event and during the period of time any other Joint  Venturer is in  material  default  under
                  this  Agreement.  No interest,  except as otherwise  set forth  herein,  shall be paid on any
                  Capital Contribution by any Joint Venturer.

         3.3.4    Any Capital  Contribution  which a Joint Venturer is obligated to make under any provision of
                  this  Agreement  and which is not made on or prior to the date  specified  in the  Accounting
                  Procedures  shall be a debt payable by such  defaulting  Joint  Venturer to the Joint Venture
                  within 90 days after such due date and shall bear  interest  in the same  manner as  provided
                  in Section 3.4.1 with respect to Joint  Venturer  Default  Loans,  and the  defaulting  Joint
                  Venturer  shall  indemnify and hold harmless the Joint Venture and the  non-defaulting  Joint
                  Venturers  from and  against  all loss,  cost,  liability,  damage  and  expense,  including,
                  without  limitation,  reasonable  counsel fees,  penalties  and fines  incurred in connection
                  with or arising from any cause

                                                       4









                  whatsoever  relating  directly  or  indirectly  to the  failure  to  make  such  contribution
                  ("Default  Expenses").  Such Default  Expenses (other than interest  expense  incurred by the
                  Joint  Venture,  to the  extent  of the  interest  that  accrues  at the  Interest  Rate,  in
                  connection   with  the  failure  of  the   defaulting   Joint  Venturer  to  make  a  Capital
                  Contribution)  shall,  as incurred,  become part of the  principal of the debt  obligation of
                  such Defaulting Joint Venturer.

         3.3.5    If the  defaulting  Joint  Venturer  repays an  outstanding  debt  obligation  arising  under
                  Section  3.3.4 to the Joint  Venture,  such  repayment  shall be applied  first  against  the
                  original  principal  balance of, next against Default Expenses  relating to, and next against
                  accrued  interest on, such  obligation  until such  obligation has been paid in full.  During
                  such  time as a Joint  Venturer  has  outstanding  a debt  obligation  to the  Joint  Venture
                  pursuant to Section 3.3.4,  all  distributions  to which the defaulting  Joint Venturer would
                  have been entitled  shall be deemed  distributed  to the  defaulting  Joint Venturer and then
                  deemed  immediately  applied by such defaulting Joint Venturer to repay such debt obligation,
                  applying such  distributions  first against the original  principal  balance of, next against
                  Default  Expenses  relating to, and next against accrued  interest on, such obligation  until
                  such  obligation has been paid in full. The amount of any  distribution  or actual  repayment
                  in excess  of the  amount  needed  to repay  such debt  obligation  shall be  distributed  or
                  repaid,  as the case may be, to the  defaulting  Joint  Venturer.  The  amount of any  deemed
                  distribution  or  actual  repayment  which is  applied  against  repayment  of the  principal
                  balance of such debt  obligation  (other than the portion  attributable  to Default  Expenses
                  and interest)  shall be treated as a Capital  Contribution  by the defaulting  Joint Venturer
                  to the Joint  Venture.  No part of a distribution  that is deemed made to a defaulting  Joint
                  Venturer  pursuant  to  this  Section  3.3.5,  nor  any  part  of an  actual  repayment  by a
                  defaulting  Joint Venturer,  that is  attributable  to Default  Expenses or interest shall be
                  treated as a Capital Contribution by the defaulting Joint Venturer to the Joint Venture.

         3.3.6    No Joint Venturer shall make any Capital  Contributions  to the Joint Venture except pursuant
                  to a request of the Management Committee pursuant to Section 3.3. 1.

         3.3.7    In  addition to any other  right or remedy  available  to a  non-defaulting  Joint  Venturer,
                  whether at law or in equity,  in the event that a defaulting  Joint  Venturer  falls to repay
                  its debt  obligation to the Joint Venture  pursuant to Section 3.3.4 within 90 days after the
                  due date of the  Capital  Contribution,  the  non-defaulting  Joint  Venturer  shall have the
                  right to dissolve the Joint Venture pursuant to Section 12.3.

3.4      Joint Venturer Default Loans.

         3.4.1    If after a request by the Management Committee pursuant to Section3.3.1, a Joint Venturer
                  refuses or fails to contribute its share of Capital Contributions to the Joint Venture in
                  accordance with this Agreement, then any non-defaulting Joint Venturer

                                                       5









                  shall have the right,  but not the  obligation,  to loan to the Joint  Venture  the amount of
                  the defaulting Joint  Venturer's  share ("Joint Venturer Default Loan"),  which loan shall be
                  payable by the Joint  Venture  within 90 days after demand  therefor,  together with interest
                  thereon  at the  Interest  Rate.  Interest  shall  accrue at the  Interest  Rate and shall be
                  added to principal at the end of each calendar  month.  In no event shall  interest or deemed
                  interest be higher than the maximum rate permitted by law.

         3.4.2    At such time as any deemed distribution described in Section 3.3.5 is applied to repay a
                  defaulting Joint Venturer's debt obligation to the Joint Venture (resulting from such
                  defaulting Joint Venturer's nonpayment of a Capital Contribution, as described in Section
                  3.3.4) or after such debt obligation is otherwise paid by the defaulting Joint Venturer, an
                  amount equal to such deemed distribution or payment shall be used to repay any outstanding
                  Joint Venturer Default Loans, applying such amount first against the original principal
                  balance of, next against Default Expenses related to, and next against accrued interest on,
                  such Joint Venturer Default Loans until such principal and accrued interest are repaid in
                  full.  If more than one Joint Venturer Default Loan is outstanding, such Joint Venturer
                  Default Loans shall be repaid in the order in which they were made.  If any Joint Venturer
                  Default Loan, together with all interest thereon, is not repaid within 90 days after
                  demand, the lending Joint Venturer or Joint Venturers shall have the right to dissolve the
                  Joint Venture pursuant to Section 12.3 in addition to any other rights and remedies
                  available to the non-defaulting Joint Venturer or Joint Venturers and the Joint Venture,
                  whether at law or in equity.

         3.4.3    Notwithstanding any other provision of this Agreement to the contrary, neither the
                  obligation of a Joint Venturer to make any Capital Contributions hereunder nor the amount
                  of such Capital Contribution shall be affected as a result of a Joint Venturer's previous
                  failure to make any Capital Contribution.

         3.4.4    In addition to the rights set forth in this Section 3.4, each non-defaulting Joint Venturer
                  shall be entitled to the right to purchase the defaulting Joint Venturer's Interest subject
                  to the provisions of, and in accordance with, Section 3.06 of the Joint Ownership Agreement.

3.5      Joint Venture Loans.

         3.5.1    Loans in Place of Capital Contributions.  In lieu of making a Capital Contribution, the
                  Joint Venturers may upon the unanimous approval of the Management Committee loan such
                  amount or amounts upon such terms and conditions as the Management Committee shall approve
                  so long as each Joint Venturer loans the same amount.

         3.5.2    Working Capital Loans.  At the request of the Operating Manager, and upon notice to all
                  Joint Venturers, any Joint Venturer may make working capital loans to the Joint


                                                       6









                  Venture at any time and from time to time provided that such loans are at least as
                  favorable to the Joint Venture as those available from unaffiliated persons and that such
                  loans shall be subject to the prior review of the Management Committee.  Such loans shall
                  be payable on demand and in any event shall be paid not later than twelve (12) months after
                  the date made, and shall bear interest at the Prime Rate.  A Joint Venturer making any such
                  working capital loan or loans shall give prompt notice thereof to each other Joint Venturer.

         3.5.3    Institutional Loans.  The Joint Venturers, by mutual agreement, shall have the right to
                  cause the Joint Venture to obtain a loan or loans in such amounts and on such terms
                  determined by the Management Committees either unsecured or secured from one or more
                  lenders (each a "Loan").  Any such Loan shall be with recourse only to the assets of the
                  Joint Venture, and not to the assets of each Joint Venturer unless otherwise agreed to by
                  all Joint Venturers.

3.6      Allocation of Profits and Losses.  All Profits, Losses and credits shall be allocated to the Joint
         Venturers in proportion to their respective Joint Venture Interests.

3.7      Distributions of Excess Cash.  From time to time, but at least annually following receipt of cash
         and operating budgets for the ensuing fiscal year, the Management Committee will determine the cash
         requirements of the Joint Venture.  Distributions of any excess cash as determined by the Management
         Committee shall be made only to all Joint Venturers simultaneously in proportion to their respective
         Joint Venture Interests at the time thereof in such amounts and at such times as shall be determined
         by the Management Committee.  Distributions made to any defaulting Joint Venturer during any period
         in which such defaulting Joint Venturer is in default in the payment of any required Capital
         Contribution shall be made in the manner provided in Section 3.3.5. Distributions upon liquidation
         shall be made in accordance with Section 12.4.1.

3.8      Notice of Transfer.  In the event of any transfer of a Joint Venture Interest pursuant to Article X
         hereof, the transferring Joint Venturer agrees to give notice to the Management Committee and the
         Operating Manager if the transferee of its Joint Venture Interest is a Person subject to withholding
         as a foreign person under the Code.  Any such withholding required under the Code (other than
         interest and penalties assessed or accrued under the Code after proper notice is given under this
         Section 3.8) will be withheld from the distributions made to such foreign person.


                                                  ARTICLE IV
                                               OPERATING MANAGER

4.1      Designation of Operating Manager.  (a) ESPC is hereby designated and agrees to serve as Operating
         Manager of the Pipeline.  Notwithstanding the foregoing, the Joint Venturers have

                                                       7









         entered into an agreement between the Joint Venture and ANR Pipeline Company ("ANR"), an Affiliate
         of ESPC, pursuant to which ANR has assumed the duties and obligations of Operating Manager hereunder
         for the term set forth in such agreement.

         (b)  The Joint Venturers (other than the Joint Venturers who are Affiliates of the Operating
         Manager) may vote to remove the Operating Manager for good cause; provided, that such Joint
         Venturers (or any of them) shall have given at least sixty (60) days' notice to the Operating
         Manager of the action contemplated by such Joint Venturer or Joint Venturers, together with the
         reasons therefor, and the Operating Manager shall not have rectified or cured, to the satisfaction
         of such Joint Venturer or Joint Venturers, the acts or omissions specified by such Joint Venturer or
         Joint Venturers.  The Management Committee shall select a replacement Operating Manager to become
         effective upon the removal of any Operating Manager.

4.2      Responsibilities of Operating Manager.  Operating Manager shall, unless otherwise directed by the
         Management Committee in writing (including Management Committee resolutions), perform the following
         duties as agent on behalf of the Joint Venture:

         (a)      Procure and furnish, or cause to be furnished by one or more Third Persons, all materials,
                  equipment, services, supplies and labor necessary for the operation, maintenance and repair
                  of the Pipeline, including, without limitation, the following:

                  (1)      Supervision of the operation and maintenance of the Pipeline;

                  (2)      Communications, inspection surveillance, flow control, corrosion control, and
                           monitoring;

                  (3)      Periodic testing and adjustment of the Pipeline and minor maintenance of the
                           Pipeline and related valves, piping and instruments;

                  (4)      Operation of any compression facilities within the design parameters and design
                           specifications as recommended by the manufacturer;

                  (5)      Utilization of a preventative maintenance program for the Pipeline according to
                           the equipment manufacturer's recommendations;

                  (6)      Operation of compression facilities, if any, using Operating Manager's best
                           efforts to ensure that the Gas utilized meets specifications of equipment
                           manufacturers' recommendations;

                  (7)      Preparation and retention of appropriate records and logs that a prudent operator
                           would maintain regarding the Pipeline, which records and logs shall be made
                           available to the Management Committee upon request;


                                                       8









                  (8)      Reconstruction, reconditioning, equipment overhaul or replacement of the Pipeline,
                           or any part thereof, as needed;

                  (9)      Gas measurement in accordance with the terms of the Joint Venture's transportation
                           agreement(s) with the Shipper(s), and

                  (10)     Negotiation and, subject to prior approval by the Management Committee, execution
                           of Transportation Agreements as agent for and on behalf of the Joint Venture.

         (b)      In addition to budgeted routine services and repairs, Operating Manager shall perform or
                  cause to be performed such other services as may be necessary, appropriate, or reasonably
                  requested by the Management Committee.  If the estimated cost of any such nonbudgeted item
                  exceeds $100,000, prior written consent of the Management Committee must be obtained as to
                  the terms and conditions upon which such services are to be performed.  Further, in the
                  event any major equipment overhaul or special operation or maintenance services are
                  necessary or appropriate, Operating Manager and the Management Committee shall mutually
                  agree upon the terms and conditions pursuant to which said operation and maintenance
                  services shall be performed.

         (c)      In the case of an explosion, fire, storm or other emergency which might threaten life or
                  property or render the Pipeline, or any part thereof, incapable of continued use or
                  operation, Operating Manager shall take such reasonable steps and incur such expenses as in
                  its opinion are advisable or required and can be provided or obtained by Operating Manager
                  to deal with such emergency, but shall, as promptly as possible, report such emergency to
                  the Management Committee.  As soon as practical after such expenses have been incurred,
                  Operating Manager shall report such expenses to the Management Committee.

         (d)      Perform, or cause to be performed, administrative services for the Joint Venture, including
                  legal, accounting, billing, engineering, planning, budgeting, reporting and other technical
                  services, and maintain the books of account and records of the Joint Venture as required by
                  law or regulation;

         (e)      Have custody of the funds, notes, drafts, acceptances, commercial paper and other
                  securities belonging to the Joint Venture keep the funds belonging to the Joint Venture on
                  deposit in one or more banking institutions, subject to any instructions of the Management
                  Committee; invest and disburse funds in accordance with the procedures approved by the
                  Management Committee;

         (f)      Maintain in force and effect and require all contractors (and their subcontractors)
                  performing services for the benefit of the Joint Venture to maintain in force and effect
                  insurance required by this Agreement;

                                                       9









         (g)      Keep an accurate account of all transactions in the funds and securities of the Joint
                  Venture for which Operating Manager is responsible under (e) above; and, whenever requested
                  by the Management Committee, promptly prepare and submit to the Joint Venturers reports and
                  other information in such form and detail as the Management Committee may reasonably
                  request;

         (h)      Supervise and administer the Transportation Agreement(s), including the collection on
                  behalf of the Joint Venture of amounts due thereunder,

         (i)      Conduct all dealings with governmental units or agencies in respect of the Pipeline
                  including, without limitation, the conduct of rate cases, and the filing of all necessary
                  reports, tariffs, certificates and all other required filings and actions;

         (j)      Do such other acts and things as are necessary to carry out its responsibilities under this
                  Agreement, including the execution of documents as agent on behalf of the Joint Venturers;
                  and

         (k)      Operating Manager may contract with one or more Third Persons to perform all or part of the
                  services to be performed by Operating Manager hereunder.

4.3      Personnel.  Operating  Manager shall  coordinate and direct,  or cause to be coordinated and directed,
         the activities of persons (including  consultants and professional,  service and other  organizations)
         required by  Operating  Manager to perform its duties and  responsibilities  hereunder in a reasonably
         efficient and economic manner.  Such persons may include  employees of Operating  Manager or employees
         of one or more Third  Persons.  Operating  Manager  shall pay,  or cause to be paid,  all  expenses in
         connection  therewith,  including  compensation,  salaries,  wages,  expenses,  social security taxes,
         workman's  compensation  insurance,  retirement and insurance  benefits and other such  expenses.  All
         such  expenses  shall be  reimbursed  to  Operating  Manager by the Joint  Venture as  provided in the
         Accounting Procedures.

4.4      Standard of  Performance  of  Operating  Manager.  Operating  Manager  shall  perform its services and
         carry  out  its  responsibilities   hereunder  and  shall  require  all  contractors  and  materialmen
         furnishing  labor,  material or services for the operation and maintenance of the Pipeline,  and shall
         require all  contractors  to require their  subcontractors,  to carry out their  responsibilities,  in
         accordance  with sound,  workmanlike and prudent  practices  common in the gas pipeline  industry.  In
         carrying out such  responsibilities,  Operating  Manager shall use its best efforts to comply with, or
         to cause  compliance  with, all applicable  laws,  statutes,  ordinances,  safety codes, and rules and
         regulations  of   governmental   authorities   having   jurisdiction   and  shall  certify  or  obtain
         certification  with respect to the  operation of the  Pipeline as may be  reasonably  requested by the
         Management Committee from time to time.




                                                      10









4.5      Accounting and Compensation.

         4.5.1    Operating Manager shall keep, or cause to be kept, a full and complete account of all
                  costs, expenses and expenditures incurred by it in connection with the operation,
                  maintenance, upkeep and repair of the Pipeline in the manner set forth in the Accounting
                  Procedures.

         4.5.2    Operating Manager shall be reimbursed by the Joint Venture for all budgeted costs, expenses
                  and expenditures paid or incurred by it in connection with the performance of its
                  obligations hereunder at the rates and in the manner set forth in the Accounting
                  Procedures.  Operating Manager shall carry out its services hereunder on a cost of service
                  basis.  The reimbursement to which Operating Manager shall be entitled shall be determined
                  in accordance with the Accounting Procedures.  In the event of any conflict between the
                  Accounting Procedures and this Agreement, the Accounting Procedures shall control.

4.6      Operating Budgets.  As soon as practical after the date on which the Management Committee accepts a
         certificate from the PSC authorizing the operation of the Initial Line, Operating Manager shall
         prepare and submit for approval by the Management Committee an estimate of expenses which Operating
         Manager anticipates will be incurred in the first Calendar Year during which the Initial Line is
         placed in service.  On or before each November I thereafter, Operating Manager shall prepare and
         submit for approval by the Management Committee an estimate of operating income and expenses which
         Operating Manager anticipates for the ensuing year.  Except as the Management Committee may
         otherwise direct, the budget approved by the Management Committee and then in effect shall
         constitute authorization of Operating Manager to incur the expenses contained in such budget.  If it
         subsequently appears that the budgeted amount will be exceeded by the lesser of (i) ten percent
         (10%) of such budgeted amount or (ii) $250,000, Operating Manager shall submit a revised budget
         request, which shall include an explanation of the reason for the anticipated budget overrun, to the
         Management Committee for approval.

4.7      Rate Reviews.  At the direction of the Management Committee, Operating Manager shall from time to
         time review the rates and fees charged for, and the other terms and conditions of, transportation
         services and recommend to Joint Venture revisions in such rates and fees or the other terms and
         conditions of service as necessary to reflect increased or decreased costs or other changes in the
         terms and conditions of service.

4.8      Cooperation.

         4.8.1    The Joint Venturers shall cooperate with each other and shall act jointly in (i)applying
                  for any license, permit, approval or certificate from any regulatory authority necessary,
                  desirable or convenient for the operation of the Pipeline, including without limitation,
                  the application for the certificate to be issued by the PSC under Article VII


                                                      11









                  of the New York Public Service Law (the "PSC Certificate") and (ii) engaging in any other
                  activities necessary, desirable or convenient for the operation of the Pipeline.

         4.8.2    To the  extent  that any law,  rule,  order  or  regulation  requires  any  license,  permit,
                  approval or  certificate  (including  without  limitation,  the PSC  Certificate)  necessary,
                  desirable  or  convenient  for the  operation  of the  Pipeline  to be applied for and issued
                  under the name of any one Joint  Venturer  on  behalf  of all  Joint  Venturers,  application
                  shall be made in such manner and, to the extent  allowed by law,  the same shall be deemed to
                  be for the benefit and use of all Joint Venturers.


                                                   ARTICLE V
                                            INDEMNITY AND INSURANCE

5.1      Indemnity and Litigation.

         5.1.1    The Joint Venture hereby agrees to indemnify Operating Manager, and its officers, agents
                  and employees (collectively herein, "Indemnitees"), against any and all claims, damages and
                  causes of action (to the extent only that such claims, damages and causes are not satisfied
                  by insurance carried pursuant to Section 5.2. 1) arising out of, in connection with, or as
                  an incident to any act by or omission of Indemnitees in connection with the carrying out by
                  Operating Manager of its responsibilities hereunder, including negligence (but not gross
                  negligence or willful misconduct) of Indemnitees.

         5.1.2    Any and all claims, damages or causes of action arising out of, in connection with, or as
                  an incident to (A) any negligent act by or omission of Indemnitees in connection with the
                  carrying out by Operating Manager of its responsibilities hereunder, which are not covered
                  by insurance, or (B) the Pipeline, its operation, or maintenance, shall be defended by
                  Operating Manager in accordance with its best judgment if (i) the amount involved is
                  $100,000 or less, (ii) no injunctive or similar relief is sought and (iii) no criminal
                  sanction is sought; otherwise, decisions relative to claims, litigation, or settlement
                  thereof, shall be approved by the Management Committee.

         5.1.3    The Operating Manager will include in each Transportation Agreement a provision requiring
                  all Shippers to indemnify and save harmless the Joint Venturers and the Indemnitees from
                  any claim demand or expense for loss, damage or injury arising out of or in any way
                  connected with the quality, use or condition of gas after delivery from the Pipeline for
                  the account of a Shipper and further providing that Indemnitees shall not be responsible
                  for any losses or shrinkage of gas during transportation in the Pipeline, except in the
                  case of willful misconduct or gross negligence on the part of the Indemnitees.



                                                      12









5.2      Insurance.

         5.2.1    Operating Manager shall carry and maintain in force for the benefit of Operating Manager
                  and the Joint Venture insurance of the type and in the amounts generally maintained for
                  similar projects and such other types and amounts, if any, requested by the Management
                  Committee.

         5.2.2    Operating Manager may carry and maintain in force, for its benefit and at its own expense,
                  insurance of the types and in the amounts which Operating Manager in its sole opinion deems
                  necessary to protect it from loss resulting from any claims, damages, causes of action or
                  legal liability in favor of any person arising out of, in connection with, or as an
                  incident to any act by or on-fission of Operating Manager, its officers, agents or
                  employees, in connection with the carrying out by Operating Manager of its responsibilities
                  under this Agreement.

         5.2.3    With respect to claims and losses for damage, injury or destruction of property which is a
                  part of the Pipeline, which property is covered by insurance other than insurance provided
                  for in Section 5.2. 1, it is agreed that neither Operating Manager nor the Joint Venture
                  nor the Joint Venturers shall have any rights of recovery against one another, nor against
                  any of the Affiliates of each, nor the insurers of any of them, and their rights of
                  recovery are mutually waived.  AU such policies of insurance purchased to cover the
                  Pipeline, or any part thereof, or the operation (in any respect) of the Pipeline or any
                  part thereof, or any gas transported or handled therein, shall be endorsed properly to
                  effectuate this waiver of recovery.


                                                  ARTICLE VI
                                        MANAGEMENT OF THE JOINT VENTURE

6.1      Management Authority.  Except as otherwise provided herein or delegated by the Management Committee,
         the business of the Joint Venture shall be managed by the Management Committee which shall have full
         authority and discretion with respect to management of the business of the Joint Venture.  No Joint
         Venturer shall have authority to act for, or to assume any obligation or responsibility on behalf
         of, the Joint Venture except with the prior approval of the Management Committee.

6.2      Rules and Regulations.  The Rules and Regulations of the Management Committee, attached hereto as
         Appendix C, are hereby approved by the Joint Venturers.  Such Rules and Regulations may be amended
         or supplemented from time to time by the Management Committee.

6.3      Management Committee Members.  The regular members of the Management Committee shall consist of two
         Representatives of each Joint Venturer.  Each Joint Venturer may also


                                                      13









         designate two Alternate Representatives each of whom shall act only in the absence of the relevant
         Representative.  Each Joint Venturer shall give written notice to the other Joint Venturers of its
         Representatives and any Alternate Representatives.  Any action taken in compliance with the
         direction of the Management Committee shall be binding on the Joint Venture and each Joint
         Venturer.  The participation and acts (including the execution of any papers) of a Joint Venturer's
         Representative, or Alternate Representative as the case may be, acting in such capacity shall be the
         participation and act of the Joint Venturer.  The participation and acts (including the execution of
         any papers) by any Alternate Representative of a Joint Venturer shall be deemed to be the act of the
         Representative for whom such Alternate Representative is acting without any evidence of the absence
         or unavailability of such Representative.  Each Joint Venturer may remove a Representative or
         Alternate Representative previously appointed by such Joint Venturer and designate a new
         Representative or Alternate Representative, as the case may be, in the manner described in this
         Section 6.3.

6.4      Management Committee Voting Requirements; Quorum.  Each Joint Venturer shall designate at any
         meeting of the Management Committee one Representative or Alternate Representative, who shall be
         entitled to cast one vote on behalf of such Joint Venturer.  The Management Committee shall act only
         (i) at a meeting held in compliance with the Rules and Regulations at which a quorum is present, or
         otherwise in compliance with the Rules and Regulations, and (ii) upon the unanimous vote of the duly
         appointed Representatives or Alternate Representatives, as the case may be; provided, however, that
         except as otherwise provided in this Agreement, including without limitation, Section 10.8, upon the
         inability of the Management Committee to reach a decision on any matter in the manner provided
         herein, any Joint Venturer may initiate arbitration proceedings as provided in Section 13 hereof.
         For purposes of this Section 6.4, a quorum shall consist of not less than one Representative or
         Alternate Representative appointed by each Joint Venturer.

6.5      Management Committee Officers.  The officers of the Joint Venture shall consist of a Chairman of the
         Management Committee, President, Secretary, Assistant Secretary, and other officers as the
         Management Committee shall determine from time to time, with such powers and functions as set forth
         in the Rules and Regulations.

6.6      Indemnification of Management Committee.  Each Joint Venturer shall, and does hereby, indemnify and
         hold harmless its Representatives, its Alternate Representatives, and the officers of the Joint
         Venture who are its employees or employees of its Affiliates, against all actions, claims, demands,
         costs, damages and liabilities arising out of the acts or omissions of any such persons in good
         faith within the scope of their authority in the course of the Joint Venture's business, and such
         persons shall not be liable for any obligations, liabilities or commitments incurred by or on behalf
         of the Joint Venture as a result of any such acts or omissions.




                                                      14









                                                  ARTICLE VII
                                            ACCOUNTING AND TAXATION

7.1      Accounting Practices and Procedures.  The fiscal year of the Joint Venture and the Joint Venturers
         shall be the calendar year.  All accounting practices and procedures of the Joint Venture shall
         conform with the accounting rules and regulations, if any, at the time prescribed by any regulatory
         agency having jurisdiction and, to the extent not covered by such rules or regulations, generally
         accepted accounting principles at the time prevailing for companies engaged in a business similar to
         that of the Joint Venture.

7.2      Preparation of Financial Statements and Custody of Books and Records.  The books of account, interim
         and annual financial statements and other records of the Joint Venture shall be prepared by, and
         shall be kept and maintained at the principal office of the Operating Manager.  Upon request, any
         Joint Venturer may examine, audit, and copy the books and records of the Joint Venture at all
         reasonable times during normal business hours.  Such examination and audits may be conducted by
         personnel or by representatives of such examining Joint Venturer.

7.3      Books of Account.  The books of account for the Joint Venture shall be:

         (i)      Maintained on an accrual basis in accordance with the accounting  rules and  regulations,  if
                  any, at the time  prescribed  by the  regulatory  body or bodies  under the  jurisdiction  of
                  which the Joint  Venture is at the time  operating  and,  to the  extent not  covered by such
                  rules or  regulations,  generally  accepted  principles of accounting at the time  prevailing
                  for companies engaged in a business similar to that of the Joint Venture and

         (ii)     Audited by the  Certified  Public  Accountants  at the end of each  fiscal  year of the Joint
                  Venture and if required by any Joint  Venturer,  at the end of such Joint  Venturer's  fiscal
                  year.

7.4      Annual  Financial  Statements.  As soon as  practicable,  but in any event  within one hundred  twenty
         (120) days following the end of each calendar  year,  the Operating  Manager shall prepare and deliver
         to each Joint  Venturer a profit and loss  statement and a statement of changes in financial  position
         (or a  statement  of cash  flow in lieu  thereof  for such  fiscal  year  and a  balance  sheet  and a
         statement of each Joint  Venturer's  Capital Account as of the end of such fiscal year,  together with
         an audit report thereon of the Certified Public Accountants.

7.5      Interim  Financial  Statements.  As soon as  practicable  after the end of each  calendar  month,  the
         Operating  Manager shall  prepare and deliver to each Joint  Venturer,  together  with an  appropriate
         certificate of the Person authorized to prepare the same:




                                                      15








         (i)      A profit  and  loss  statement  and a  statement  of  changes  in  financial  position  (or a
                  statement of cash flow in lieu thereof for such month  (including  sufficient  information to
                  permit the Joint  Venturers to calculate  their tax  accruals)  for the portion of the fiscal
                  year then ended and for the 12-month period then ended;

         (ii)     A balance  sheet and a statement of each Joint  Venturer's  Capital  Account as of the end of
                  such month; and

         (iii)    Beginning  with the  first  fiscal  year  following  the date of  initial  deliveries  in the
                  Initial  Line, a statement  comparing  the actual  financial  status and results of the Joint
                  Venture  as of the end of or for such  month  and for the  portion  of the  fiscal  year then
                  ended  with the  budgeted  or  forecasted  status  and  results  as of the end of or for such
                  respective periods.

7.6      Taxation.

         7.6.1    The Joint  Venturers  intend that the Joint  Venture  shall be treated as a  partnership  for
                  federal,  state and local tax  purposes  and the Joint  Venturers  agree to take all  action,
                  including the amendment of this  Agreement  and the execution of other  documents,  as may be
                  required to quality for and receive  such tax  treatment.  The Joint  Venturers  agree not to
                  make any  election to exclude the Joint  Venture  from  Subchapter  K of the Code.  AB of the
                  Joint  Venture's  elections  for  federal  and state  income tax  purposes,  except for those
                  elections  specifically  reserved by the Code or any  applicable  state income tax statute to
                  be  made  by  the  individual  Joint  Venturers,   shall  be  determined  by  the  Management
                  Committee.  The Joint  Venture shall use the accrual  method of  accounting  and the calendar
                  year for purposes of income tax reporting.

         7.6.2    The Joint Venturers  designate ESPC as the tax matters partner of the Joint Venture  pursuant
                  to Section  623 1 (a) (7) of the Code.  Within 120 days  after the end of each  fiscal  year,
                  each Joint Venturer  shall be furnished  with such  information as shall be necessary for the
                  preparation  of its  federal,  state and local  income  tax  returns  and any other  required
                  returns.  All tax  returns  shall be  filed  by the tax  matters  partner  on a timely  basis
                  notwithstanding  any  disagreement or dispute between the Joint Venturers  regarding any such
                  return and  notwithstanding  any other  provision of the Agreement to the  contrary.  The tax
                  matters  partner shall be reimbursed by the Joint Venture for  reasonable  expenses  incurred
                  as a result of acting in that capacity.

         7.6.3    Tax books and  records  shall be  maintained  and  determined  in  accordance  with  Treasury
                  Regulation  Section 1.704-1(b) (2) (iv) or any successor  regulation.  Such books and records
                  will  be  adjusted,  if  necessary,  to  take  into  account  any  changes  required  by  the
                  regulations under Section 704(c) of the Code.




                                                      16









                                                 ARTICLE VIII
                                            LOCATION OF LIABILITIES

8.1      Limitation of Liability of Joint Venturers.  No Joint Venturer shall be liable to any Third Person
         for Joint Venture losses, liabilities or obligations (except as otherwise expressly agreed to in
         writing by such Joint Venturer) unless the assets of the Joint Venture shall first have been
         exhausted.

8.2      Contracts to Limit Joint Venturers' Liabilities.  Unless the Management Committee otherwise
         approves, the Operating Manager shall not enter into any material contract, lease, sublease, note,
         or other material agreement unless there is contained therein an appropriate provision limiting the
         claims of all parties to such instrument and other beneficiaries thereunder to the assets of the
         Joint Venture and expressly waiving any rights of such parties and other beneficiaries to proceed
         against the Joint Venturers individually.  The word, "material," for purposes of this provision
         means any contract, lease, sublease, note, or other contract which requires payment of more than
         $50,000 in any calendar year or $100,000 in the aggregate over the term of the contract.

8.3      Limitation of Liabilities.  All obligations, liabilities and commitments incurred and all acts or
         omissions by officers or employees of the Joint Venturers or their Affiliates, the Operating
         Manager, the Joint Venture, the members of the Management Committee (the "lndemnified Parties"), on
         behalf of the Joint Venture within the scope of their respective authority and responsibility to act
         for or on behalf of the Joint Venture, shall be for the sole account, benefit and risk of the Joint
         Venture, and the Indemnified Parties shall not be liable for any such obligations, liabilities, acts
         or omissions other than those arising out of acts of gross negligence or willful misconduct.

8.4      Satisfaction of Judgments; Costs of Defense.  The Joint Venture shall satisfy any judgment or decree
         which may be rendered against any of the Indemnified Parties as a result of obligations,
         liabilities, acts or omissions described in Section 8.1 and shall hold the Indemnified Parties free
         and harmless from and indemnify them against such obligations, liabilities, acts, or omissions and
         shall reimburse them for their reasonable costs and expenses incurred in connection therewith or in
         defense or settlement thereof.


                                                  ARTICLE IX
                                                 FORCE MAJEURE

9.1      Force  Majeure.  If by reason of force  majeure any party is rendered  unable,  wholly or in part,  to
         carry out its obligations  under Sections 4.2, 4.3 or 4.4 of this  Agreement,  and if such party gives
         notice  containing  reasonably  full  particulars  of such force  majeure to each other party within a
         reasonable  time after the occurrence of the cause relied on, the party giving such notice,  so far as
         and to the extent that it is affected by such force majeure, shall not be liable


                                                      17









         in damages or otherwise  during the  continuance  of any inability so caused;  provided that the party
         whose  performance  is affected uses  reasonable  efforts to remedy the situation and remove the cause
         with all reasonable dispatch.

9.2      Force Majeure Defined.  Subject to the provisions of Section 9.3, as used herein "force majeure"
         shall mean acts of God, strikes, lockouts, or other industrial disturbances; acts of a public enemy,
         wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms
         (including, but not limited to hurricanes or hurricane warnings) crevasses, floods, washouts;
         arrests and restraints of the government, necessity for compliance with any applicable judicial or
         regulatory order, or with any law, ordinance or regulation promulgated by any governmental authority
         having jurisdiction, either federal, state or local civil or military; civil disturbances;
         vandalism: shutdowns for purposes of necessary repairs, relocation, or construction of facilities:
         failure of, breakage or accident to machinery, lines of pipe or other equipment, the necessity for
         testing (as required by governmental authority or as deemed necessary by the testing party for the
         safe operation thereof), the necessity of making repairs or alterations to machinery, lines of pipe
         or other equipment, accidents, breakdowns, inability of any party to obtain necessary material,
         supplies, equipment, fuel, permits, or labor to perform or comply with any obligation or condition
         of this Agreement, or rights-of-way; and any other causes, whether of the kind herein enumerated or
         otherwise, which are not reasonably in the control of the party claiming suspension.  It is
         understood and agreed that the settlement of strikes or lockouts shall be entirely within the
         discretion of the party whose performance is affected and that the above requirement that any force
         majeure situation shall be remedied with all reasonable dispatch shall not require the settlement of
         strikes or lockouts by acceding to the demands of an opposing party when such course is inadvisable
         in the discretion of the party whose performance is affected.

9.3      Limitations.  A force majeure situation affecting the performance by a party under Sections 4.2, 4.3
         or 4.4 of this Agreement, however, shall not relieve such party of liability in the event of its
         concurring negligence or in the event of its failure to use due diligence to remedy the situation
         and to remove the cause in an adequate manner and with all reasonable dispatch, nor shall a force
         majeure situation relieve any party from any obligation to make payments as provided in this
         Agreement.

                                                   ARTICLE X
                                            TRANSFER OR ASSIGNMENT

10.1     Transferor  Pledge  of  Joint  Venture  Interest.   No  Joint  Venturer  may  sell,  assign,   pledge,
         hypothecate  or otherwise  transfer all or any part of its Joint  Venture  Interest or permit any such
         transfer by operation of law except in conformity with this Article X.

10.2     Transfer  in  Connection  with  Transfer  of  Ownership  Interest  Pursuant  to  the  Joint  Ownership
         Agreement.  In the event of a transfer by a Joint Venturer of its entire Ownership

                                                      18









         Interest in the Pipeline pursuant to the Second Amended and Restated Joint Ownership Agreement, such
         Joint Venturer shall, concurrently therewith, transfer its entire Joint Venture Interest and its
         interest in and to all assets of the Joint Venture (or pursuant to Section 10.3 (vii)  below, more
         than 99% thereof) to the transferee of such Ownership Interest in the Pipeline.

10.3     Conditions to Transfer.  No transfer of a Joint Venturer's Joint Venture Interest shall be effective
         unless the following conditions are met (or waived by the non-transferring Joint Venturer in its
         sole discretion):

         (i)      Transferee Bound by Agreement.  The transferee on or prior to the date of transfer agrees
                  in writing to become a Joint Venturer in the Joint Venture and to be bound by and comply
                  with all of the terms and conditions of this Agreement;

         (ii)     Transferee Assumes All Obligations of Transferor.  The transferee on or prior to the date
                  of transfer agrees in writing to assume all obligations and liabilities of the Joint
                  Venture with respect to the transferred Joint Venture Interest;

         (iii)    Costs.  The Joint Venture shall be reimbursed for all reasonable costs incurred in
                  connection with such transfer;

         (iv)     Tax Indemnity.  The transferor Joint Venturer shall indemnify and hold harmless each other
                  Joint Venturer from and against any and all incremental local, state and federal tax
                  liability and recapture incurred by such other Joint Venturer of the Joint Venture as a
                  result of the transfer.  Such indemnity shall be supported by such security (i.e.,
                  guaranty, bond or letter of credit) as the other Joint Venturer may reasonably request in
                  order to assure performance of the indemnification;

         (v)      Contracts; Permits.  The transfer shall be in compliance with all provisions of contracts
                  and agreements to which the Joint Venture is a party and with all regulatory permits,
                  licenses and certificates issued to the Joint Venture (or consents or waivers with respect
                  thereto shall have been obtained by the transferor Joint Venturer), and shall not
                  materially adversely affect the interests of the Joint Venture with respect to any of them;

         (vi)     Single Transferee.  Unless consented to by the other Joint Venturers in their sole
                  discretion, the transfer of the Joint Venture Interest of the transferor is made to not
                  more than one transferee;

         (vii)    Transfer of Entire Interest.  Unless consented to by the other Joint Venturers in their
                  sole discretion, the Joint Venturer transfers not less than all of its Joint Venture
                  Interest, provided that the transferring Joint Venturer without any such consent may
                  transfer (or, upon request of another Joint Venturer, shall only be allowed to transfer)

                                                      19









                  less than 100% (but not less than 99% (the "Majority Partial Interest")) of its Joint
                  Venture Interest in order to avoid adverse tax consequences to the Joint Venture or the
                  Joint Venturers, provided that the holder of the Majority Partial Interest shall have the
                  exclusive right to represent the Joint Venture Interest on the Management Committee;

         (viii)   Regulatory and Other Approvals.  Any necessary approvals and consents or waivers of
                  regulatory agencies and other parties shall have been obtained and the transfer is in all
                  respects made in compliance with applicable law; and

         (ix)     Application of Laws and Regulations.  Unless consented to by the other Joint Venturers in
                  their sole discretion, a transfer of a Joint Venture Interest is not permitted if it would
                  subject any Joint Venturer to any law or regulation to which such Joint Venturer would not
                  otherwise be subject, including, without limititation, the Public Utility Holding Company
                  Act of 193 5.

10.4     Effect of Permitted Transfers.  Upon any transfer of a Joint Venture Interest in accordance with
         Sections 10.2 and 10.3, the transferee shall become a substitute Joint Venturer and shall thereafter
         be treated as a Joint Venturer for all purposes of this Agreement.  No transfer pursuant to this
         Article X shall give rise to a right in any Joint Venturer to dissolve the Joint Venture.  Except as
         provided in Sections 10.2 and 10.3, no assignment or other transfer shall give rise to a right in
         any transferee to be substituted as a joint venturer in the Joint Venture, unless agreed to by all
         the Joint Venturers.

10.5     Effect of Prohibited Transfers.  Any purported transfer of an interest in the Joint Venture by a
         Joint Venturer in violation of the terms and conditions of this Agreement shall be void ab initio
         and shall not cause a dissolution of the Joint Venture but shall result in the forfeiture of such
         Joint Venturees night to participate in the management of the Joint Venture; Provided however, that
         nothing herein contained shall be deemed to limit any right or remedies that the Joint Venture or
         any other Joint Venturer may have against such defaulting Joint Venturer hereunder or at law or in
         equity.

10.6     Transfers and Withdrawals Prohibited.

         10.6.1   Prohibited Acts.  No Joint Venturer shall:

                  (i)      make any  sale,  assignment,  or  other  transfer  of any  part or all of its  Joint
                           Venture  Interest  voluntarily  or any such  transfer by  operation of law except in
                           conformity with the terms of this Article X; or

                  (ii)     withdraw from the Joint Venture; or




                                                      20









                  (iii)    do any act which would cause the dissolution of the Joint Venture except in
                           conformity with the terms of this Agreement.

         10.6.2   Liability.  Any Joint Venturer who takes or permits action in violation of this Section
                  10.6 shall be liable to the other Joint Venturers or the Joint Venture as a result of such
                  violation.  No assignee by a transfer which violates any provisions of this Agreement shall
                  be substituted as a Joint Venturer in the Joint Venture.


10.7     Legend on Evidences of Indebtedness Held by Joint Venturers.  Except with the approval of the
         Management Committee, all evidences of indebtedness for borrowed money of the Joint Venture held by
         any of the Joint Venturers shall bear an appropriate legend to indicate that such indebtedness is
         held subject to, and may be assigned or transferred only in accordance with, the terms and
         conditions of this Agreement.

10.8     Admission of New Joint Venturer.  Except as provided in Sections 10.2 and 10.3, additional Persons
         may become parties to this Agreement and Joint Venturers to the Joint Venture only with the
         unanimous consent of the Joint Venturers and upon execution of an amendment to this Agreement in
         form and substance acceptable to the Joint Venturers.  Any disagreement among the Joint Venturers
         with respect to the admission of a new joint venturer pursuant to this Section 10.8 shall not be
         subject to arbitration.

10.09    Mutual Assurances.  Each Joint Venturer agrees to execute any documents that may be required of the
         Joint Venture in connection with any permitted transfer and in connection with approved admissions
         of new joint venturers.


                                                  ARTICLE XI
                                               EVENTS OF DEFAULT

11.1     Nature of Events.  An "Event of Default"  exists if any of the  following  occurs with  respect to any
         Joint Venturer and is continuing beyond any period of time provided for cure:

                  (i)      Capital   Contributions;   Loans.  A  Joint  Venturer  fails  to  make  any  Capital
                           Contribution  hereunder,  or loans in lieu  thereof  pursuant to Section  3.5.1 when
                           and as due.

                  (ii)     Voluntary or  Involuntary  Transfer of Interest.  A Joint  Venturer's  Joint Venture
                           Interest is transferred,  in whole or in part,  voluntarily or  involuntarily,  to a
                           third party in violation of Article X.

                  (iii)    Breach  of  Agreement.  A Joint  Venturer  breaches  or  fails  to  comply  with any
                           provision of this Agreement,  other than (i) or (ii) above, in any material  respect
                           and

                                                      21









                           such failure continues for (a) more than sixty (60) days after receipt from any
                           other Joint Venturer of notice of such breach or failure or (b) if such breach or
                           failure can upon diligent effort be cured only upon a longer period than sixty
                           (60) days, such Joint Venturer fails to diligently pursue cure of such breach or
                           failure after receipt of notice of such breach or failure and fails to give
                           monthly reports in a timely fashion of the steps being taken to cure such breach
                           or failure to each other Joint Venturer.

                  (iv)     Withdrawal;  Dissolution;  Bankruptcy.  Any of the events described in parts (i) and
                           (ii) of Section 12.3.1 occur with respect to a Joint Venturer.

11.2     Default Remedies.  If an Event of Default exists, any other Joint Venturer may exercise, in its own
         right and on behalf of the Joint Venture, any right, power, or remedy permitted to it by law or at
         equity, including the remedy of specific performance, and the defaulting Joint Venturer shall
         indemnify each nondefaulting Joint Venturer from all loss, cost or damages arising from any Event of
         Default caused by such defaulting Joint Venturer.  In addition, provided that a non-defaulting Joint
         Venturer first provides written notice to the defaulting Joint Venturer to the effect that such
         non-defaulting Joint Venturer reasonably believes that the effect of such default may adversely
         affect the financial condition, operations, or prospects of the Joint Venture or such non-defaulting
         Joint Venturer, such non-defaulting Joint Venturer (i) may suspend performance of all or any of its
         obligations hereunder, including the obligation to make Capital Contributions, and (ii) shall have
         all the rights set forth in Section 12.3 should an event described therein have occurred.


                                                  ARTICLE XII
                                          DISSOLUTION AND LIQUIDATION

12.1     Term of Joint Venture.  The Joint Venture shall  continue from the Formation Date until  dissolved and
         terminated  pursuant  to the terms of this  Agreement.  Subject to the other terms and  conditions  of
         this  Agreement  and to the  applicable  rules  and  regulations  of the P SC,  this  Agreement  shall
         continue  in  existence  until the  earlier to occur of (i) the date which is  twenty-five  (25) years
         after the date the  Initial  Line is placed in  commercial  operation,  and for  periods of five years
         thereafter,  or (ii)  twenty-one (2 1) years after the death of the last to die of Joseph P. Kennedy's
         issue in being on the  Formation  Date:  provided,  however,  that any  Joint  Venturer  may  elect to
         terminate this  Agreement as of the end of such term or as of the end of any succeeding  extended five
         year period by giving each other Joint  Venturer  written  notice of such  election  not less than two
         years prior to the date such termination is to take effect.

12.2     Automatic Dissolution Upon Occurrence of Certain Events.

         12.2.1   Events.  The occurrence of any of following events shall result in the automatic  dissolution
                  of the Joint Venture:

                                                      22









                  (i)      The expiration of the term of the Joint Venture as set forth in section 12.1;

                  (ii)     The sale or final  disposition  of all or  substantially  all of the  assets  of the
                           Joint Venture; or

                  (iii)    The termination of the Second Amended and Restated Joint Ownership Agreement.

         12.2.2   Effect.  Upon the  occurrence of an event of  dissolution  set forth in Section  12.2.1,  the
                  Joint  Venture  shall be  dissolved,  its  business  wound up and all of its  assets  sold or
                  distributed in accordance with Section 12.4.

12.3     Dissolution Upon Occurrence of Other Events.

         12.3.1   Events.  Subject to Section  12.3.2,  the  occurrence  of any of the  following  events shall
                  result in dissolution of the Joint Venture:

         (i)      The  dissolution  of a Joint  Venturer,  or filing of a certificate of dissolution by a Joint
                  Venturer,  or failure to maintain  its  existence or other  inability of a Joint  Venturer to
                  continue in such capacity; or

         (ii)     The filing by a Joint  Venturer of a voluntary  petition  under any  bankruptcy or insolvency
                  law; or the  adjudication  of a Joint Venturer as bankrupt or insolvent  under any bankruptcy
                  or insolvency  law; or the  assignment  by a Joint  Venturer for the benefit of its creditors
                  of all or substantially  all of its property;  or the appointment of a receiver or liquidator
                  for a Joint  Venturer or for the property or business of a Joint  Venturer;  or,  proceedings
                  shall  be  commenced  against  a Joint  Venturer  for any  relief  under  any  bankruptcy  or
                  insolvency law, or any law relating to the relief of debtors,  readjustment of  indebtedness,
                  reorganization,  arrangement,  composition or extension,  and, if such proceedings  shall not
                  have been  commenced  against  such  Joint  Venturer,  such  proceedings  shall not have been
                  dismissed,  nullified,  stayed or otherwise  rendered  ineffective  (but then only so long as
                  such stay shall  continue in force or such  ineffectiveness  shall  continue)  within  ninety
                  (90) days after such proceedings shall have been commenced; or

         (iii)    The failure of a Joint Venturer to make Capital  Contributions  pursuant to Article III under
                  circumstances  giving rise to a right in a  non-defaulting  Joint  Venturer  to dissolve  the
                  Joint Venture pursuant to Section 3.3.7 or 3.4.2; or

         (iv)     The occurrence of an Event of Default with respect to any Joint  Venturer,  Provided (a) such
                  Event of Default is not cured within  thirty (30) days of notice by any other Joint  Venturer
                  and (b) such non-defaulting Joint Venturer


                                                      23









                  has given written notice to the  defaulting  Joint  Venturer that such  non-defaulting  Joint
                  Venturer  reasonably  believes  that the  effect of such  default  may  materially  adversely
                  affect  the  financial  condition,  operations,  or  prospects  of the Joint  Venture or such
                  non-defaulting Joint Venturer; or

         (v)      The election of a Joint Venturer to dissolve the Joint Venture pursuant to Section 10.7(i).

         12.3.2   Effect.  Upon the  occurrence  of an event set forth in Section  12.3.1,  the Joint  Venturer
                  whose  withdrawal,  dissolution,  failure  to  maintain  existence,  bankruptcy,  insolvency,
                  assignment,  failure to make Capital  Contributions,  change of control, Event of Default, or
                  other act or omission  caused such event or, with respect to an event under  Section  12.3. 1
                  (v), the Joint  Venturer  whose Joint Venture  Interest was subject to  foreclosure  (in each
                  instance,  the  "defaulting  Joint  Venturer")  shall have no further right to participate in
                  the  management or control of the Joint Venture after the  occurrence of such event,  and any
                  other Joint Venturers (the  "non-defaulting  Joint  Venturers")  shall have the right, at its
                  or their  election,  (i) to continue  the  business of the Joint  Venture;  (ii) to cause the
                  Joint  Venture  to be  dissolved  and to  purchase  the entire  Joint  Venture  Interest  and
                  Ownership  Interest of the  defaulting  Joint  Venturer in  accordance  with Section  12.3.3,
                  unless such  non-defaulting  Joint  Venturers  shall have exercised  their rights to purchase
                  under Section 3.06 of the Joint  Ownership  Agreement or (iii) to liquidate the Joint Venture
                  in  accordance  with Section  12.4. A  non-defaulting  Joint  Venturer  shall  exercise  such
                  election  within  thirty (30) days after such  non-defaulting  Joint  Venturer  declares that
                  such event of  dissolution  has  occurred  by giving  written  notice of its  election to the
                  defaulting  Joint Venturer.  If a  non-defaulting  Joint Venturer fails to give notice of its
                  election  within such time, the Joint Venture shall be liquidated in accordance  with Section
                  12.4.  The  non-defaulting  Joint  Venturers'  rights  hereunder  shall be in addition to any
                  other rights or remedies it may have in law or in equity.

         12.3.3   Purchase of Interest.  If any  non-defaulting  Joint  Venturer gives notice to the defaulting
                  Joint  Venturer of its  intention to exercise its purchase  right under this Section  12.3.3,
                  such non-defaulting  Joint Venturer shall be obligated to purchase,  and the defaulting Joint
                  Venturer  shall be  obligated  to sell,  the entire  Joint  Venture  Interest  and  Ownership
                  Interest of the  defaulting  Joint  Venturer.  In the event that more than one Joint Venturer
                  shall exercise its right to purchase under this Section  12.3.3,  then such purchase shall be
                  made on a pro rata basis in  proportion  to the  respective  Joint  Venture  Interests of the
                  purchasing Joint Venturers.  The date on which any  non-defaulting  Joint Venturer makes such
                  election  shall be the  "determination  date" and the purchase  price shall be  determined as
                  follows:  the  non-defaulting  Joint  Venturer or Joint  Venturers and the  defaulting  Joint
                  Venturer  shall  determine by mutual  agreement the fair market value of the business and any
                  other assets owned by the Joint Venture on the determination date.  If such


                                                      24









                  non-defaulting Joint Venturer or Joint Venturers and the defaulting Joint Venturer fail to
                  agree as to such fair market value within thirty (30) days from the determination date, the
                  issue shall be determined pursuant to Section 12.3.4. The purchase price for the entire
                  interest of the defaulting Joint Venturer in the Joint Venture shall be equal to the amount
                  which would be distributed to the defaulting Joint Venturer upon liquidation of the Joint
                  Venture in accordance with Section 12.4 if the business and such other assets of the Joint
                  Venture were sold at such fair market value and the proceeds distributed in liquidation.
                  Within thirty (30) days after such fair market value has been determined, such purchase
                  price shall be paid in cash by the non-defaulting Joint Venturer or Joint Venturers
                  exercising the right to purchase (each of whom shall be severally liable for such payment
                  on a pro rata basis) to the defaulting Joint Venturer, and the defaulting Joint Venturer
                  shall execute, acknowledge, and deliver to such non-defaulting Joint Venturer or Joint
                  Venturers all documents reasonably necessary to transfer the entire interest of the
                  Defaulting Joint Venturer in the Joint Venture to such non-defaulting Joint Venturer or
                  Joint Venturers or its or their respective nominees, free and clear of all liens and
                  encumbrances other than liens or encumbrances contemplated or permitted by this Agreement.
                  Upon any such purchase the selling Joint Venturer shall not have any liability for any
                  claims or obligations hereunder which arise after the date of such purchase, and each
                  purchasing Joint Venturer shall indemnify the selling Joint Venturer from all such claims
                  and liabilities.

         12.3.4   Appraisal.  Any valuation or related controversy or claim arising out of Section 12.3.3 of
                  this Agreement shall be settled by arbitration in accordance with Section 13.2.

12.4     Winding up and Liquidation.  If the Joint Venture is dissolved pursuant to the provisions of Section
         12.2, the Management Committee shall continue to exercise its powers under this Agreement for the
         purpose of winding up the business of the Joint Venture and liquidating its assets in an orderly
         manner.  If the Joint Venture is dissolved pursuant to the provisions of Section 12.3, the
         non-defaulting Joint Venturers shall act in place and with full power of the Management Committee
         and Joint Venturers, including, without limitation the sale or other disposition of the business of
         and assets of the Joint Venture in whole or in parts as determined by the non-defaulting Joint
         Venturers in their sole discretion, but excluding the determination of the purchase price of the
         defaulting Joint Venturer's interest in the Joint Venture pursuant to Section 12 3. The Management
         Committee shall continue to allocate profits and losses during the period of liquidation in the
         manner set forth in the Agreement.  The proceeds from liquidation of the Joint Venture shall be
         applied in the order of priority set forth in Section 12.4.1. Any Joint Venture assets which are not
         sold and which are distributed in kind shall be valued and treated as though such assets were sold
         at fair market value and the deemed gain or loss shall be reflected in the Joint Venturer's Capital
         Account.  The Joint Venture shall engage in no new business during the period of such winding up.
         The Joint Venturers agree to execute any documents necessary to effectuate the foregoing.

                                                      25









                  12.4.1   Priority of  Liquidation;  Distribution.  Upon  dissolution  and  liquidation of the
                           Joint  Venture  pursuant  to this  Section  12,  after  payments  to  Joint  Venture
                           creditors  (including  for this purpose the Joint  Venturers  as  creditors  and the
                           Tenants,  as creditors under the Joint  Ownership  Agreement) and  establishment  of
                           appropriate  reserves and all other  adjustments and allocations  required  pursuant
                           to this Agreement,  the Joint Venture's  property (i.e., the proceeds of liquidation
                           and  unliquidated  assets) shall be distributed to the Joint  Venturers  through the
                           date of such  distribution  to the  extent of, and in  proportion  to, the  positive
                           balances in the Joint Venturers' respective Capital Accounts.

                  12.4.2   Reserves.  Any  reserves  established  in the course of such  distribution  shall be
                           held  for so  long  as  the  Management  Committee,  in the  case  of a  dissolution
                           pursuant to Section 12.2, or the  non-defaulting  Joint Venturers,  in the case of a
                           dissolution  pursuant to Section  12.3,  shall deem  necessary in a special  account
                           maintained by the Joint  Venture for the purpose of paying  contingent or unforeseen
                           liabilities  or  obligations,  and shall  thereafter be  distributed in the order of
                           priority  established in this Section 12.4.  For purposes of Section 12.4,  expenses
                           of  dissolution  and  liquidation  shall be treated as debts and  obligations of the
                           Joint Venture.

                  12.4.3   Restoration  of  Deficit  Capital  Accounts.   Notwithstanding   the  provisions  of
                           Sections 3.2 and 3.3 hereof,  upon final  liquidation  and  dissolution of the Joint
                           Venture,  or upon  liquidation of a Joint  Venturer's  interest in the Joint Venture
                           pursuant to Section 12.3, in the event that such Joint  Venturer's  Capital  Account
                           has a deficit  balance  (after taking into account all Capital  Account  adjustments
                           for the Joint Venture  taxable year during which final  liquidation  and dissolution
                           occurs,  other than the  adjustment  set forth in this  Section  12.4.3,  such Joint
                           Venturer  shall  contribute  cash to the Joint  Venture  by the end of such  taxable
                           year (or, if later,  within ninety (90) days after the date of such  liquidation) in
                           an amount  equal to the deficit in its Capital  Account.  This amount  shall be paid
                           to creditors  of the Joint  Venture  and/or  distributed  to the Joint  Venturers in
                           accordance with their respective positive Capital Account balances then remaining.

12.5     Termination  Subject to Laws and  Regulations.  The night and power to  terminate  the Joint  Venture
         shall at all  times be  subject  to the  obligations  and  duties  of the  Joint  Venture  under  any
         applicable  laws  and  regulations,  and no  termination  shall  be  effected  unless  such  laws and
         regulations  shall have been  complied  with and any  transfer of the Joint  Venture's  business  and
         assets,  including  all  applicable  certificates,  shall  have been  validly  consummated  under the
         provisions of such laws and regulations.




                                                      26









                                                  ARTICLE XII
                                                  ARBITRATION

13.1     Management Committee Deadlocks.  Except as otherwise expressly provided in this Agreement, including
         without limitation Section 10.8, in the event that any question is submitted to or comes before the
         Management Committee and such question is not approved by the vote required in accordance with the
         provisions of Section 6.4, then any Joint Venturer may give to each other Joint Venturer notice that
         such Joint Venturer desires to secure the agreement of such other Joint Venturer or Joint Venturers
         to such matter, specifying the matter upon which agreement is desired and specifying the period of
         time within which such Joint Venturer desires that agreement shall be reached.  If agreement has not
         been reached within the time specified in the said notice, any Joint Venturer may give notice to
         each other Joint Venturer of submission of such matter to arbitration and thereafter such matter
         shall be determined by arbitration conducted in the manner provided in Section 13.2. Upon the giving
         of such notice, the Joint Venturers shall endeavor to agree upon the appointment of a single
         arbitrator.  If the Joint Venturers fail to appoint an arbitrator within sixty (60) days after
         notice of submission of such matter to arbitration has been given, each Joint Venturer shall appoint
         an arbitrator.  The arbitrators appointed by the Joint Venturer shall choose a single arbitrator
         (the "Arbitrator").  All arbitrators chosen by the Joint Venturers shall be qualified as to
         knowledge and experience in the subject matter of the dispute; and in the event that the issue in
         dispute is primarily legal in nature, such arbitrator(s) shall also be practicing attorneys.  Upon
         the decision by the Arbitrator with respect to any matter referred to arbitration pursuant to the
         provisions of this Section 13.1, the Joint Venturers shall take such reasonable steps as may be
         within their power to cause the course of action determined by the Arbitrator to be carried out.

13.2     Arbitration Procedure.  Except as otherwise provided in Section 13.1, any controversy or claim
         arising out of or relating to this Agreement shall be submitted to arbitration in New York, New York
         in accordance with the Commercial Rules of the American Arbitration Association, and judgment upon
         the award rendered by the arbitrator may be entered in any court having jurisdiction thereof


                                                  ARTICLE XIV
                                                    NOTICES

         Any notice or other communication required or permitted under this Agreement shall be in writing and
shall be deemed to have been duly given or delivered upon (i) hand delivery, or (ii) on the first day
following delivery to a nationally recognized United States or Canadian overnight courier service, fee
prepaid, return receipt or other confirmation of delivery requested, or (iii) on the third day following
delivery to the U.S. Postal Service or Canadian Post as certified or registered mail, return receipt
requested, postage prepaid, if addressed to each Joint Venturer at the address set forth in this Article XIV
and at such other addresses and to such other Persons as may be designated from


                                                      27









time to time by any Joint Venturer by written notice to the other Joint Venturers, or (iv) when telecopied or
sent by facsimile transmission to each Joint Venturer, to be followed within three (3) days by delivery of a
written copy of such communication.  Notice to a Joint Venturer's Representative or Alternate Representative
shall be deemed to be notice to such Joint Venturer.

         If to St. Clair:

                  St. Clair Pipeline Company, Inc.
                  50 Keil Drive North
                  Chatham, Ontario
                  N7M 5MI
                  Attention:   President

         If to ESPC:

                  Empire State Pipeline Company, Inc.
                  Nine Greenway Plaza
                  Houston, Texas 77046
                  Attention: Secretary

                  with a copy to:

                  Empire State Pipeline Company, Inc.
                  500 Renaissance Center
                  Detroit, Michigan 48243
                  Attention: President


                                                  ARTICLE XV
                                                 MISCELLANEOUS

15.1     Applicable  Law. This Agreement  shall be governed by and  interpreted in accordance  with the laws of
         the State of New York.  Each Joint Venturer  hereby  irrevocably  agrees that all claims in respect of
         any suit,  action or other  proceeding  arising out of or in  connection  with this  Agreement  or the
         subject  matter  hereof or any of the  transactions  contemplated  hereby  shall be brought  only in a
         relevant court of the State of New York or any United States District Court in the State of New York.

15.2     Laws and  Regulatory  Bodies.  This  Agreement,  the  operation  of the  Pipeline  and the  rights and
         obligations  of the Joint  Venturers  hereunder  shall be  subject to all valid and  applicable  laws,
         orders, court decisions,  directives,  rules and regulations of any duly constituted governmental body
         or official having Jurisdiction.



                                                      28









15.3     Waiver.  No  waiver  by any  Joint  Venturer  of  any  default  by any  other  Joint  Venturer  in the
         performance  of any provision,  condition or requirement  herein shall be deemed to be a waiver of, or
         in any manner release such other Joint Venturer from,  performance of any other  provision,  condition
         or  requirement  herein,  nor shall such waiver be deemed to be a waiver of or in any manner a release
         of  such  other  Joint  Venturer  from,  future  performance  of  the  same  provision,  condition  or
         requirement.  Any delay or omission of any Joint  Venturer to exercise any right  hereunder  shall not
         impair the  exercise  of any such right or any like right  accruing to it  thereafter.  No waiver of a
         right created by this Agreement by one Joint  Venturer shall  constitute a waiver of such right by any
         other Joint  Venturer  except as may  otherwise be required by law with respect to Persons not parties
         hereto.  The failure of a Joint Venturer to performing  its  obligations  hereunder  shall not release
         any other Joint  Venturer  from the  performance  of its  obligations,  except as  expressly  provided
         herein.

15.4     Modification.  This Agreement may not be modified, varied or amended except by an instrument in
         writing signed by all Joint Venturers.

15.5     Captions.  The titles to each of the various Articles and Sections in this Agreement are included
         for convenience of reference only and shall have no effect on, or be deemed as part of the text of,
         this Agreement.

15.6     Equal Employment Opportunity.  Operating Manager will not discriminate against any employees or
         applicant for employment because of race, color, religion, sex or national origin or because he or
         she is a disabled veteran or veteran of the Vietnam era or because of physical or mental handicaps
         in regard to any position for which he or she is qualified and will comply with the provisions 41
         CFRss.60-1.4(a) (I)-(7) 41 CFRss.60-250(a)-(m) and 41 CFRss.60-741.4(a)-(f), all of which are
         incorporated herein by reference to the extent such regulations are applicable.

15.7     Survival.  The liability of each Joint Venturer to pay its respective share of all costs and
         expenses incurred pursuant to Sections 3.1 and 3.2 through the date of any termination of this
         Agreement, and any interest accruing on or Default Expense relating to any Capital Contributions and
         Sections 2.8, 5.1.1, 5.1.2, 5.2.3, 6.6, Article VIII (other than Section 8.2) and Sections 11.2,
         12.4, 15.1, 15.7, 15.10 and 15.11 of this Agreement, including but not limited to all terms,
         provisions, conditions, and obligations therein, shall remain in full force and effect and shall
         survive the execution and/or termination hereof and shall not be deemed merged or extinguished by
         any other agreement or act unless specifically consented to in writing.

15.8     Entire Agreement.  This Agreement, together with the Second Amended and Restated Joint Ownership
         Agreement and the Construction Agreement and the exhibits hereto and thereto, constitutes the entire
         agreement between the Joint Venturers concerning the subject matter hereof and thereof and
         supersedes any prior or contemporaneous arrangements, understandings or written or oral agreements
         relative to said subject matter.


                                                      29









15.9     Severability.  Any provision of this Agreement prohibited by applicable law shall be invalid to the
         extent of such prohibition unless it is determined by the Management Committee that such prohibition
         invalidates the purposes or intent of this Agreement.

15.10    Parties Bound and Benefited.  This Agreement shall be binding upon and inure to the benefit of the
         parties hereto and their permitted successors and assigns; and nothing in this Agreement is intended
         to confer any right or impose any obligation upon any other Person.

15.11    Disposition of Documents.  All documents and records of the Joint Venture, including, without
         limitation all financial records, vouchers, canceled checks and bank statements shall be maintained
         by the Operating Manager (of the tax matters partner in the case of tax -records) in accordance with
         prudent record-keeping procedures, and as necessary to comply with the record-keeping requirements
         of the PSC and the Internal Revenue Service.  In the event any Joint Venturer ("Withdrawing Joint
         Venturer") ceases to be a Joint Venturer at any time prior to termination of the Joint Venture, and
         the Joint Venture is continued without the Withdrawing Joint Venturer, the other Joint Venturers
         agree that said documents and records of the Joint Venture, up to the date of the termination of the
         Withdrawing Joint Venturer's interest, shall be maintained by the Operating Manager, its successors
         and assigns for a period of not less than seven (7) years thereafter, and shall be available for
         inspection and examination by the Withdrawing Joint Venturer and by supervisory and regulatory
         authorities (through their representatives) during said seven (7) year period.

15.12    Disclosure.  Each Joint Venturer shall give notice to the other Joint Venturers of its interest, or
         the interest of any of its Affiliates, in any other business or undertaking which proposes to enter
         into any material business transactions with the Joint Venture.

15.13    Outside Interests.  No Joint Venturer shall be required to devote more of its time to Joint Venture
         affairs than reasonably may be required by the Joint Venture's business or by the terms and
         provisions of this Agreement.  Subject to the provisions of Section 5.02 of the Second Amended and
         Restated Joint Ownership Agreement, a Joint Venturer and its Affiliates may acquire property for its
         own account or jointly with others or in other capacities and may enter into joint ventures,
         partnerships or other relationships organized for purposes of engaging in any other activities
         whether or not similar to the activities of the Joint Venture, and neither the Joint Venture nor the
         other Joint Venturers shall have any rights in and to such independent ventures or the income or
         profits derived there from.

15.14    Brokerage Commissions.  No Joint Venturer or Affiliate of any Joint Venturer shall be entitled to
         any fee or commission by reason of any sale, leasing or other transfer of all or any portion of the
         assets of, or any interest in, the Joint Venture.






                                                      30









         IN WITNESS  WHEREOF,  the Joint  Venturers  have executed this  Agreement as of the day and year first
above written.

                                            EMPIRE STATE PIPELINE COMPANY, INC.
                                            BY:
                                            TITLE:


                                                PIPELINE COMPA



                                                    TITLE:











                                SECOND AMENDED AND RESTATED OPERATING AGREEMENT
                                                  APPENDIX A
                                                  DEFINITIONS


Accounting Procedures - The procedures set forth in Appendix B hereto.

Additional Regulatory Application - as defined in Article I of the Second Amended and Restated Joint
Ownership Agreement.

Affiliates - Any person which, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with another person.

Agreement, or this Agreement - the Second Amended and Restated Empire State Pipeline Operating Agreement, as
amended or supplemented.

Alternative Representative - The representatives of each Joint Venturer designated from time to time by
notice to the other Joint Venturers who shall act in the absence of one of its Representatives.

Calendar Year - a period of 365 consecutive, or 366 consecutive days when a calendar year includes 29 days in
February, beginning at 8:00 a.m. Eastern Standard Time on the following January 1.

Capital Account - Each Joint Venturer's Capital Account shall be maintained and adjusted in accordance with
the Code and the Treasury regulation thereunder, including adjustments to Capital Accounts required by
Section 704(b) of the Code and the Treasury regulations thereunder to reflect the business arrangements among
the Joint Venturers pursuant to this Agreement and other agreements among the Joint Venturers with respect to
the Pipeline.  In the event any interest of a Joint Venturer is transferred, the transferee shall succeed to
the Capital Account of the transferor or to the extent it relates to the transferred interest.

Capital Contributions - The total amount of money contributed to the Joint Venture by a Joint Venturer in
accordance with Article III.

Certified Public Accountant - Such nationally recognized firm of independent public accountants as may be
selected from time to time by the Management Committee.

Code - United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions
of any succeeding law.

Construction Agreement - The Empire State Pipeline Construction Agreement, dated as of December 22, 1988,
among St. Clair ESPC and ANR, as supplemented or modified from time to time.









                                                                                                                   2

Formation Date - The date specified in Section 2. 1.

Gas - Natural Gas having the physical and chemical qualities or permitted for acceptance by the Joint Venture
(i) under the Joint Venture tariffs at the time (a) in effect under appropriate order of regulatory agencies
having jurisdiction, if applicable, or (b) on file with such regulatory agencies pursuant to application of
the Joint Venture that such tariffs become effective, if applicable or (ii) otherwise as determined by the
Management Committee.

Incremental Expansion - As defined in Article I of the Second Amended and Restated Joint Ownership Agreement.

Initial Line - The 24-inch diameter trunk pipeline, approx. 155 miles in length, with related measurement
facilities, which will ex-tend from Niagara Falls, New York to Syracuse, New York, traveling through the
counties of Niagara, Erie, Genesee, Monroe, Ontario, Wayne, Cayuga, Oswego and Onondaga, as may be changed
pursuant to the Amended and Restated Joint Ownership Agreement.

Interest Rate - An annual rate of interest equal to the higher of either eighteen percent (I 8%) or five (5)
percentage points over the Prime Rate, but in no event higher than the maximum rate permitted by law.

Joint Venture - The Joint Venture formed and existing pursuant to the provisions of this Agreement.

Joint Venture Interest - The interest of a Joint Venturer in the Joint Venture which, for all purposes of and
throughout the term of this Agreement, shall be a fifty percent (50%) interest.

Joint Venturer - Each of the parties executing this Agreement or any Person substituted or admitted as a
joint venturer in the Joint Venture pursuant to Article X.

Management Committee - The Management Committee provided for in Article VI.

New York Act - The New York Partnership Law, as amended from time to time.

Operating Manager - The Person selected by the Management Committee to operate and maintain the Pipeline from
time to time in accordance with Section 4.1.

Ownership Interests - The undivided ownership interest of a Tenant in the Pipeline as defined in the Second
Amended and Restated Joint Ownership Agreement.

Person - An individual, a corporation, voluntary association, joint stock company, business trust,
partnership or other entity.









                                                                                                                   3

Pipeline - The Empire State Pipeline, which shall include the Initial Line, any Incremental
Expansions thereof, any other property and facilities acquired, constructed, and owned by the
Tenants, as Tenants in Common, pursuant to the provisions of the Second Amended and Restated
Joint Ownership Agreement, and the capacity and use thereof

Prime Rate - The short-term base lending rate announced from time to time by Citibank, N.A. of New York, or
the base or prime rate announced by any successor thereto, but in no event higher than the maximum rate
permitted by law.

Prof-its or Losses - The taxable income or taxable loss of the Joint Venture, together with any income
otherwise not included in computing taxable income or taxable loss, as determined as of the close of each
year in accordance with the accounting methods adopted by the Joint Venture for federal tax purposes.

PSC - Public Service Commission of New York and any state commission, agency, or other state governmental
body succeeding to the powers of such commission.

Representative - One representative of each Joint Venturer designated from time to time by notice to the
other Joint Venturers to serve as a member of the Management Committee.

Second Amended and Restated Joint Ownership Agreement - The Empire State Pipeline Second Amended Joint
Ownership Agreement, dated as of September 27 1996, between St. Clair and ESPC, as amended, supplemented or
modified from time to time.

Shipper(s) - Each Person which shall enter into a Transportation Agreement with the Joint Venture.

Third Person - A Person other than the Joint Venturers.

Transportation Agreement(s) - The transportation agreement(s) providing for the transportation of Gas in the
Pipeline.









                                                                                                 APPENDIX B


                                             ACCOUNTING PROCEDURES


                  These Accounting Procedures are a part of a certain Empire State Pipeline Second Amended
and Restated Operating Agreement ("Operating Agreement") dated September 27 1996, between ST.  CLAIR PIPELINE
COMPANY, INC. and EMPIRE STATE PIPELINE COMPANY, INC.  This Exhibit shall govern the accounting procedures
with regard to the billing and/or reimbursement of budgeted costs and emergency costs (as provided in Section
4.2(c) of the Operating Agreement) by the Operating Manager for the account or the benefit of the Joint
Venturers and payment of fees to the Operating Manager.

                                                   ARTICLE I
                                              GENERAL PROVISIONS

1.01     Definitions. The definitions set forth in the Operating Agreement and other terms defined therein
         are hereby incorporated by reference and made a part of these procedures unless otherwise defined
         herein.

1.02     Statements and Billing. The Operating Manager shall bill the Joint Venturers in proportion to their
         respective Joint Venture Interests on or before the 20th day of each calendar month for the
         estimated expenditures for the next succeeding month and any adjustments necessary to correct prior
         estimated billings to actual.  Such bills will be summarized by appropriate classifications and in
         detail sufficient to show the nature of expenditures made or to be made on behalf of the Joint
         Venturers.

1.03     Payment. Each written request issued pursuant to Section 3.3 of the Operating Agreement shall
         contain the following information:

                  (i)The amount of the Capital Contribution requested from each Joint Venturer, such amount
                  to be in proportion to each Joint Venturer's Joint   Venture Interest;

                  (ii)The purpose for which the Capital Contributions are to be applied in such reasonable
                  detail as the Management Committee shall direct; and

                  (iii)The date on which the Joint Venture must receive the Capital Contributions (which date
                  shall not be less than fifteen (15) following the date the request is given) and the method
                  of payment, such date and method to be the same for each Joint Venturer.  Capital
                  Contributions shall be paid in immediately available funds.  If payment is not made within
                  such time, then in addition to any other rights and remedies available to the Joint
                  Venture, the unpaid balance shall bear interest until paid at the Interest









Rate during the period from such specified date to and including the date payment is received.

1.04     Adjustments.  Payment of any such bills shall not prejudice the right of any Joint Venturer to
         protest or question the correctness thereof, provided, however, all bills and statements rendered to
         the Joint Venturers by the Operating Manager during any Calendar Year shall conclusively be presumed
         to be true and correct after twenty-four (24) months following the end of any such Calendar Year,
         unless prior to the end of said 24-month period a Joint Venturer takes written exception thereto and
         makes a claim on the other for adjustment.  Any amount questioned by either Joint Venturer and found
         to be incorrect shall be paid to the Joint Venturer entitled thereto.

1.05     Disputed Charges.  Any Joint Venturer may, within the time provided in Section 1.04, take written
         exception to any bill or statement rendered by the Operating Manager for any expense on the ground
         that the same was not correct or incurred in accordance with the provisions of the Operating
         Agreement.  The Joint Venturers or any of them shall nevertheless pay in full when due the amount of
         all statements submitted by the Operating Manager.  Such payment shall not be deemed a waiver of the
         right of the Joint Venturers or any of them to recoup any contested portion of any bill or
         statement.  However, if the amount as to which such written exception is taken or any part thereof
         is ultimately determined not to be correct or not properly incurred, such amount or portion thereof
         (as the case may be) shall be paid to the Joint Venturer entitled thereto.

1.06     Financial Records.  The Operating Manager shall maintain accurate books and records in accordance
         with generally accepted accounting principles and in accordance with the prescribed accounting
         requirements or system of accounts mandated by any regulatory body or government agency, both
         federal and state, if any, having Jurisdiction over the Operating Manager or thePipeline.

1.07     Audit.  The Joint Venturers or any of them shall have the right at all reasonable times during
         normal business hours to audit, at its own expense, all books and records of the operating Manager
         relating to the amounts or items billed.  Each Joint Venturer shall have two (2) years after the
         close of a Calendar Year in which to make an audit of an Operating Manager's records for such
         Calendar Year.  No item shall be adjusted unless a claim therefor is presented or adjustment is
         initiated within two (2) years after the close of the Calendar Year in which the statement therefor
         is rendered, and in the absence of such timely claims or adjustments, the bills and statements
         rendered shall be conclusively established as correct: provided, however, this shall not prevent
         adjustment resulting from physical inventory of a property.







                                                      B-2











                                                  ARTICLE II
                                       COSTS, EXPENSES, AND EXPENDITURES

2.01     Reimbursement of Expenses.  Subject to the limitations and determinations hereinafter prescribed and
         the provisions of the Operating Agreement, the Operating Manager shall charge the Joint Venture and
         the Joint Venture shall pay the Operating Manager for all costs, expenses and agreed upon
         administrative costs reasonable incurred in connection with the operation, repair and maintenance of
         the Initial Line and, except as provided in Section 10.09.3 of the Amended and Restated Joint
         Ownership Agreement, any Incremental Expansion undertaken by the Operating Manager, in connection
         with the provision of management services and for all related and incidental costs, including,
         without limitation, the following: costs, expenses, and expenditures directly paid by the Operating
         Manager or reimbursed by the Operating Manager to independent contractors or subcontractors; plant,
         property and equipment; salaries and wages; payroll taxes; material, supplies and miscellaneous
         equipment; employee expenses, autos, trucks and equipment costs: legal expenses and claims; taxes;
         permits, licenses and bonds: Third Person services- insurance, transportation; office expenses;
         regulatory filing fees; reimbursed administration and general expense overheads; and computer and
         data processing expenses.








                                                      B-3









                                                  APPENDIX C





                                             EMPIRE STATE PIPELINE
                                             Rules and Regulations
                                                      of
                                           The Management Committee
                                               September 27 1996












                                               TABLE OF CONTENTS



ARTICLE I.                 Meetings of the Management Committee                                      1

Section  1.                Organizational Meeting                                    1
Section  2.                Regular Meetings                                          1
Section  3.                Special Meetings                                          1
Section  4.                Notices of Meetings; Waiver                               2
Section  5.                Delivery of Notices                                       2
Section  6.                Quorum                                                    2
Section  7.                Action without a Meeting                                  2

ARTICLE II.                Officers                                                  2

Section  1.                Officers                                                  2
Section  2.                Powers and Duties in General                              3
Section  3.                Chairman                                                  3
Section  4.                President                                                 3
Section  5.                Secretary                                                 3
Section  6.                Treasurer                                                 3
Section  7.                Assistant Secretary                                       4
Section  8.                Contracts                                                 4
Section  9.                Surety Bonds                                              4
Section 10.                Directions to Operating Manager                           4


ARTICLE III                Subcommittees                                             4

Section  1.                Establishment of Subcommittees                            4
Section  2.                Membership                                                4
Section  3.                Subcommittee Recommendations                              4










                                             EMPIRE STATE PIPELINE

                                             RULES AND REGULATIONS

                                                      OF

                                           THE MANAGEMENT COMMITTEE


         By the Second Amended and Restated Operating Agreement (the "Operating Agreement") dated as of
September 27, 1996, the Joint Venturers have associated themselves as general partners for the purpose of the
operation and maintenance of Empire State Pipeline, a New York joint venture (the "Joint Venture").  The
Operating Agreement generally contemplates that the business of the Joint Venture will be managed by a
Management Committee comprised of a Representative of each Joint Venturer.  The following Rules and
Regulations of the Management Committee are hereby adopted by agreement of the Joint Venturers.  AR terms
used herein which are defined in the Operating Agreement shall have the respective meanings specified in the
Operating Agreement, as the same may be amended from time to time, unless the context otherwise requires.
Furthermore, as used herein the term "Representative" shall include within its meaning a duly appointed
Alternate Representative.  Any action taken by a Representative or Alternate Representative shall be
conclusive evidence of such Representative's authority to act for the Joint Venturer such person represents.
In the event of any conflict between these Rules and Regulations and the Operating Agreement, the Operating
Agreement shall govern.


                                                   ARTICLE I
                                     MEETINGS OF THE MANAGEMENT COMMITTEE

         Section 1. Organizational Meeting.  A meeting of the Management Committee shall be held, or action
taken by unanimous written consent in lieu thereof, within ten (10) days after the Formation Date of the
Joint Venture for organizational purposes and to transact such other business as may properly come before the
meeting.

         Section 2. Regular Meetings.  Regular meetings of the Management Committee shall be held at such
place and hour and on such day as may be fixed by resolution of the Management Committee and notice shall be
given of such meetings.  At least two regular meetings shall be held each calendar year.  The time and/or
place of holding regular meetings of the Management Committee may be changed by the Management Committee or
by the Chairman by giving notice thereof as provided in this Article 1.

         Section 3. Special Meetings.  A special meeting of the Management Committee shall be held whenever
called by the Management Committee or by any Representative at such place and hour and on such day as may be
stated in the notice of the meeting in accordance with Section 4 of this Article 1.










         Section 4. Notices of Meetings; Waivers.  Notice of the time and place of, and in the case of
special meetings, general nature of the business to be transacted, and notice of any change in the time or
place of holding the regular meetings of the Management committee, shall be given to each Representative
(with a copy to each Alternate Representative) at leave five (5) business days before the date of the
meeting; provided, however, that notice of any meeting need not be given to any Representative if waived by
the Representative in writing either before or after the time of the action for which notice is required, or
if such Representative is present at such meeting; such waiver or attendance shall be deemed the equivalent
of notice.

         Section 5. Delivery of Notices.  Whenever any notice is required or permitted by these Rules and
Regulations to be given, such notice shall be deemed to have been given or delivered upon (i) personal
delivery or (ii) on the first day following delivery to a nationally recognized overnight courier service,
fee prepaid, return receipt requested, or (iii) on the third day following delivery to the U.S. Postal
Service or Canadian Post, as certified or registered mail, return receipt requested, postage prepaid, if
addressed to each Representative or Alternate Representative at the address set forth with respect to the
relevant Joint Venturer in Article XIV of the Operating Agreement, or to such other address as may be
designated from time to time by written notice to the Representatives and Alternate Representatives of each
other Joint Venturer, or (iv) when telecopied or sent by facsimile transmission to the Joint Venturer, to be
followed within three (3) days by delivery of a written copy of such communication.

         Section 6. Quorum.  Attendance by at least one Representative or Alternate Representative of Joint
Venturers constituting a majority of the Joint Venture Interests shall be necessary to constitute a quorum at
any meeting of the Management Committee for the transaction of business, but a lesser number may adjourn
until a quorum is present.  Each Joint Venturer shall designate at any meeting of the Management Committee
one Representative or Alternate Representative who shall be entitled to cast one vote on behalf of such Joint
Venturer.  Representatives (and Alternate Representatives, as the case may be) may, with their consent,
participate in any meeting of the Management Committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at any such meeting.

         Section 7. Action without a Meeting.  Any action which may be taken at a meeting of the Management
Committee may be taken without a meeting if consent in writing setting forth the action so taken, or a
counterpart thereof, shall be signed by the Representative (or Alternate Representative) of each Joint
Venturer and filed with the Secretary.


                                                  ARTICLE II
                                                   OFFICERS

         Section 1. Officers.  The officers of the Joint Venture shall consist of a Chairman of the
Management Committee, a President, a Secretary, and an Assistant Secretary.  The Chairman,

                                                      C-2









President, Secretary, and Assistant Secretary, respectively, shall be designated by the Management
Committee.  The Management Committee may from time to time appoint such officers, or appoint such agents,
with such authority and duties as the Management Committee may determine.  Each officer shall hold office
until such officer's successor is appointed and qualified or until such officer's death, ineligibility to
serve or removal in accordance with the Operating Agreement.

         Section 2. Powers and Duties in General.  The officers of the Joint Venture shall have such powers
and duties as generally pertain to their respective offices except as modified or supplemented herein or by
the Management Committee, as well as such powers and duties as from time to time may be conferred by the
Management Committee.

         Section 3. Chairman.  The Chairman shall preside at all meetings of the Management Committee and
have such power and authority as may be from time to time conferred by the Management Committee.  The
Chairman shall endeavor to see that all orders, directives and policies of the Management Committee are
carried out.

         Section 4. President.  In the absence of the Chairman or in the event of the Chairman's inability or
refusal to act, the President shall perform the duties of the Chairman, and when so acting shall have the
powers of and be subject to all restrictions imposed upon the Chairman.  The President shall also perform
such other duties as the Management Committee may from time to time prescribe.

         Section 5. Secretary.  The Secretary shall have care and custody of the original record books of the
Joint Venture containing minutes of all meetings, notices of meetings and consents of the Management
Committee, and care and custody of such other document and papers as the Management Committee shall direct.
If requested by a Representative, the Secretary shall give, or cause to be given, notice of all special
meetings of the Management Committee.  The Secretary shall also perform such other duties as the Management
Committee may from time to time prescribe.  The Secretary need not be a Representative or Alternate
Representative.

         Section 6. Treasurer.  In the event the Management Committee decides at any time not to have the
Joint Venture's treasury functions performed by the Operating Manager for the Pipeline, the Management
Committee shall appoint a Treasurer who shall have general supervision of the funds, securities, notes,
drafts, acceptances, and other commercial paper and evidences of indebtedness of the Joint Venture and shall
determine that funds belonging to the Joint Venture are kept on deposit in such banking institutions as the
Management Committee may from time to time direct.  The Treasurer shall determine that accurate accounting
records are kept and may, for purposes of any such determination, rely upon reports of the certified public
accountants of the Joint Venture, and the Treasurer shall render reports of the same and of the financial
condition of the Joint Venture to the Management Committee at any time upon request.  The Treasurer shall
perform all other duties commonly incident to such office and such other duties as the Management Committee
may from time to time prescribe.

                                                      C-3









         Section 7. Assistant Secretary.  At the request of the Secretary or in the Secretary's absence or
inability or refusal to act, the Assistant Secretary shall perform part of all of the Secretary's duties.
The Assistant Secretary shall also perform such other duties as the Management Committee may from time to
time prescribe.  The Assistant Secretary need not be a Representative or Alternate Representative.

         Section 8. Contracts.  The Chairman and the President (or such other person expressly approved by
the Management Committee) may each sign on behalf of the Joint Venture any contracts, agreements, bonds and
mortgages and any applications or other documents to be filed with governmental authorities which the
Management Committee has explicitly authorized to be signed on behalf of the Joint Venture.

         Section 9. Surety Bonds.  If the Management Committee shall so require, any officer or agent of the
Joint Venture shall execute and deliver to the Management Committee a bond in such sum and with such surety
or sureties as the Management Committee may direct, conditioned upon the faithful performance of such
officer's or agent's duties to the Joint Venture.

         Section 10.  Directions to Operating Manager.  All directions of the Management Committee to the
Operating Manager shall be signed by at least one representative or Alternate Representative of each Joint
Venturer, subject to the provisions of Sections 12.3.2 of the Operating Agreement.


                                                  ARTICLE III
                                                 SUBCOMMITTEES

         Section 1. Establishment of Subcommittees.  The Management Committee may establish such
subcommittees from time to time as it may determine, with such duties and members as the Management Committee
may determine, provided that each Joint Venturer shall have the right to appoint an equal number of members
to any such subcommittee.

         Section 2. Membership.  A member of a subcommittee shall serve until such member's successor shall
be duly appointed or until such member's death, ineligibility to serve, resignation or removal by the Joint
Venturer which appointed such member.

         Section 3. Subcommittee Recommendations.  The recommendations of subcommittee shall not be
considered as an act or authorization of the Management Committee or the Joint Venture and, unless expressly
authorized by the Management Committee, subcommittees shall only make recommendations to the Management
Committee for its consideration and shall have no authority to deal with any Person other than the Joint
Venture, the Joint Venturers, unless so directed.  The failure on the part of any subcommittee to make a
recommendation with respect to any matter shall not limit the power and authority of the Management Committee
or the officers of the Joint Venture (acting within the scope of their authority) to take action with respect
to such matters

                                                      C-4









nor shall any such failure limit the authority of the Operating Manager to take action with respect to such
matter in the name and on behalf of the Joint Venture in accordance with the Operating Agreement and any
appropriate directions of the Management Committee.



                                                      C-5









EX-99
51
ex99-49.htm
99-49



Ex99-49 to 2003 Form U5S




Ex99-49



2003 SEP 15 PM12:29

PA DEPT OF STATE

200307 5-1093-1097




                                               AMENDED AND RESTATED
                                             ARTICLES OF INCORPORATION
                                                        OF
                                           SENECA RESOURCES CORPORATION


                                          ARTICLE FIRST: Corporate Name.

         The name of the corporation is SENECA RESOURCES CORPORATION.


                                        ARTICLE SECOND: Registered Office.

         The location and address of the registered office of the corporation is c/o Corporation Service Company,
2704 Commerce Drive, Harrisburg, Pennsylvania 17110.


                                           ARTICLE THIRD: Incorporation.

         The corporation was originally incorporated under the Act of April 29, 1874, P.L. 73, as amended, and is
currently incorporated under the Pennsylvania Business Corporation Law of 1988, as amended.


                                          ARTICLE FOURTH: Capital Stock.

         (a)      Authorized Shares:  The aggregate number of shares which the corporation shall have authority
to issue is one hundred thousand (100,000) shares having the par value of One Dollar ($1.00) per share.


         (b)      Voting Rights:  Each shareholder shall be entitled to one vote per share.  Shareholders shall
not have the right to cumulate their votes in the election of Directors.


         (c)      Authority of Board of Directors:  The board of directors shall have the full authority
permitted by law to divide the authorized and unissued shares into classes or shares, or both, and to determine
for any such class or series its designation and the number of shares of the class or series and the voting
rights, preferences, limitations and special rights, if any, of the shares of the class or series.  Except as
otherwise provided in these articles of incorporation or in a resolution of the Board of Directors providing for
the issuance of any class or series of shares, the number of shares of any class or series of shares may be
increased or decreased (but not below the number of shares of such class then outstanding) by a resolution
adopted by the Board of Directors.


         (d)      No Preemptive Rights:  No holder of any class or series of shares of the Corporation shall have
any preemptive right to purchase or subscribe to any shares of the Corporation now or hereafter authorized or any
securities convertible into shares, including without limitation warrants, rights to subscribe and options to acquire
shares, of any class or series of the Corporation's shares.


         (e)      Reacquired Shares:  Except as otherwise provided in these articles of incorporation or in a
resolution of the Board of Directors providing for the issuance of any particular class or series of shares,
shares purchased, redeemed by, surrendered to or otherwise acquired by the Corporation shall assume the status of
authorized but unissued shares, undesignated as to class or series, and may thereafter, subject to the provisions
of this Article 4 and to any restrictions contained in any resolution of the Board of Directors providing for the
issue of any such class or series of shares, be reissued in the same manner as other authorized but unissued
shares.


         (f)      Rights Upon Dissolution:  Upon the voluntary or involuntary dissolution of the Corporation, the
shareholders shall be entitled to share ratably in all remaining assets of the Corporation.


                                        ARTICLE FIFTH: Board of Directors.

         The business of the Corporation shall be managed by its Board of Directors (the "Board"), consisting of
not less than three nor more than nine directors, the exact number of which shall be determined by the Board from
time to time.  The directors need not be residents of this Commonwealth or shareholders in the Corporation.  They
shall be elected by the shareholders, at the annual meeting of shareholders of the Corporation, and each director
shall be elected for the term of one year, and until his successor shall be elected and shall qualify.


                                        ARTICLE SIXTH: Executive Committee.

         The Board of Directors may establish in the manner provided in the bylaws an Executive Committee which
shall have and may exercise all of the powers and authority of the Board of Directors to the extent permitted by
applicable law.


                                         ARTICLE SEVENTH: Right to Amend.

         Subject to any other applicable provision of these articles of incorporation, these articles of
incorporation may be amended in the manner prescribed at the time by statute, and all rights conferred upon
shareholders in these articles of incorporation are granted subject to this reservation.









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