35-CERT

     UNITED STATES OF AMERICA
                   Before the
SECURITIES AND EXCHANGE COMMISSION

________________________________________________

         In the Matter of

NATIONAL FUEL GAS COMPANY
NATIONAL FUEL GAS SUPPLY CORPORATION
NATIONAL FUEL RESOURCES, INC.
SENECA RESOURCES CORPORATION
UPSTATE ENERGY INC.

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

FIFTEENTH
CERTIFICATE
PURSUANT TO
RULE 24

________________________________________________

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

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

        During the quarter ended December 31, 2003 (“Quarter”), no new “Foreign Energy Affiliates” were acquired. National’s Foreign Energy Affiliate is Seneca Energy Canada Inc., an Alberta, Canada corporation (“SECI”) (formerly Player Resources Ltd.).

II.     Foreign Energy Affiliate Financial Statements:

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

Exhibit  A – Income Statement of SECI for the quarter ended December 31, 2003

Exhibit  B – Balance Sheet of SECI as of December 31, 2003

III.     Description of Specific Activities:

        During the Quarter, SECI continued to operate its oil and gas exploration and production business in Canada.

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

        During the Quarter, Canadian oil sales represented approximately 7.93% of the total revenues generated by Seneca (on a consolidated basis, net of hedging) from the sale of oil.

        During the Quarter, Canadian natural gas sales represented approximately 19.43% of the total revenues generated by Seneca (on a consolidated basis, net of hedging) from the sale of natural gas.

        IN WITNESS WHEREOF, the undersigned companies have caused this Certificate to be executed as of this 12^th day of February, 2004.

NATIONAL FUEL GAS COMPANY

By: /s/ P. C. Ackerman
        P. C. Ackerman
        Chairman, President & CEO


SENECA RESOURCES CORPORATION

By: /s/ J. A. Beck
         J. A. Beck
         President

EX-99

   EXHIBIT A

SENECA ENERGY CANADA INC.
INCOME STATEMENT
PERIOD ENDING DECEMBER 31, 2003
(Unaudited)

Operating Revenue:
Gas Sales		--
Other Operating Revenue	$	10,003,593
Operating Revenue	$	10,003,593
Operating Expenses:
Purchased Gas Sold		--
Fuel For Generation		--
Operation Expenses	$	3,462,236
Intercompany Operating Expense		--
Maintenance Expenses		--
Property, Franchise & Other Taxes	$	42,733
Depreciation, Depletion & Amortization	$	3,686,542
Impairment of O&G	$	(402,229	)
Federal Income Taxes	$	79,917
State Income Taxes		--
Deferred Inc Tax-Net	$	881,936
Invest Tax Cr Adjust		--
Operating Expenses	$	7,751,136
Operating Income / (Loss)	$	2,252,458
Other Income:
Unremitted earnings of Subsidiaries		--
Dividends from Subsidiaries		--
Intercompany Interest Income		--
Income/(Loss) from Unconsol. Subs		--
Miscellaneous Income		--
Investment Tax Credit		--
Other Interest Income		--
AFUDC		--
Appliance & Jobbing		--
Other Income/ (Loss)		--
Income Before Interest Charges	$	2,252,458
Interest Charges:
Interest Charges on L/T Debt		--
Intercompany Interest Expense		--
Other Interest Expenses	$	708
ABFUDC		--
Interest Charges	$	708
Minority Interest in Foreign Subs		--
Income Before Cumulative Effect	$	2,251,749
Cumulative Effect of Change in Accounting		--
Net Income / (Loss)	$	2,251,749

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 and in Item 1 of Part I of National Fuel Gas Company’s Form 10-Q for the quarter ended December 31, 2003.

EX-99

   EXHIBIT B

SENECA ENERGY CANADA INC.
BALANCE SHEET
AT DECEMBER 31, 2003
(Unaudited)

Assets
Property Plant & Equipment
Gas Utilities		--
Non-Utilities	$	310,215,437
Total Accumulated D, D & A	$	(181,123,198	)
Net Property, Plant & Equipment	$	129,092,239
Current Assets:
Cash	$	4,084,099
Temporary Cash Investments		--
Notes Receivables - Intercompany		--
Accts Receivable - Intercompany		--
Notes Receivable		--
Accts Receivable - Customer		--
Reserve for Doubtful Acct	$	(4,318	)
Other Accounts Receivable	$	10,689,072
Unbilled Utility Revenue		--
Gas Stored Underground		--
Materials/Supplies - Average Cost	$	993,990
Dividends Receivable - Intercompany		--
Unrecovered Purch Gas Cost		--
Prepayments	$	445,817
Current Assets	$	16,208,660
Other Assets:
Stock of Subsidiaries - Intercompany		--
Notes of Subsidiaries - Intercompany		--
Investments in Associated Companies		--
Recoverable Future Taxes		--
Unamortized Debt Expense		--
Other Regulatory Assets		--
Liab. for Deriv. Fin. Instr. - Asset		--
Deferred Charges	$	175,045
Other Investments		--
Investment in Unconsolidated Subsid		--
Goodwill		--
Long Term Notes Receivable		--
Other Assets		--
Other Assets	$	175,045
Total Assets	$	145,475,944
Capitalization & Liabilities
Capitalization:
Common Stock $1 Par Value		--
Capital Stock of Subsidiaries		--
Paid in Capital	$	111,075,663
Earnings Reinvested in Business	$	(176,349,366	)
Cumulative Translation Adjustment	$	13,610,416
Unrealized Gain/Loss		--
Total Common Stock Equity	$	(51,663,287	)
Long-Term Debt Net of Current Portion		--
Notes Payable - Intercompany - Long Term	$	146,797,277
Total Capitalization	$	95,133,990
Minority Interest in Foreign Subs		--
Liabilities:
Notes Payable - Intercompany		--
Notes Payable - Bank & Commercial Paper	$	1
Current Portion - Long Term Debt		--
ACCT_PAY Accounts Payable - Other	$	12,049,079
Amounts Payable to Customers		--
Estimated Revenue Refunds		--
Customer Deposits		--
Federal Income Tax	$	239,547
Other Taxes		--
Dividends Payable		--
Other Accruals		--
Accr Pension Contribution		--
Reserves for Gas Replacement		--
Accounts Payable - Intercompany	$	25,681,882
Dividends Payable - Intercompany		--
Total Current Liabilities	$	37,970,510
Deferred Credits:
Accumulated Deferred Income Tax	$	10,024,892
Taxes Refundable to Customer		--
Unamortized Investment Tax Credit		--
Liab. for Deriv. Financial Instruments		--
Other Regulatory Liabilities		--
Asset Retirement Obligation	$	2,346,552
Other Deferred Credit		--
Total Deferred Credits	$	12,371,444
Total Capitalization & Liabilities	$	145,475,944

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 and in Item 1 of Part I of National Fuel Gas Company’s Form 10-Q for the quarter ended December 31, 2003.