35-CERT

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

In the Matter of

NATIONAL FUEL GAS COMPANY
NATIONAL FUEL RESOURCES, INC.
                                            
File No. 70-7833

(Public Utility Holding Company Act of 1935)    FIFTY-FIRST
  CERTIFICATE
 PURSUANT TO
       RULE 24

        In accordance with the terms of the Order dated December 20, 1991 issued to National Fuel Gas Company ("National") authorizing National to acquire the common stock of National Fuel Resources, Inc. ("NFR") (File No. 70-7833, HCAR No. 35-25437), attached as Exhibit "A" is an Income Statement of NFR for the Three and Twelve Months ended September 30, 2004. Also attached as Exhibit "B" is the Balance sheet of NFR as of September 30, 2004.

        IN WITNESS WHEREOF, the undersigned companies have duly caused this Certificate to be signed this 10th day of November 2004.

NATIONAL FUEL RESOURCES, INC.



By: /s/ Donna L. DeCarolis                            
      Donna L. DeCarolis, Vice President


NATIONAL FUEL GAS COMPANY



By: /s/ James R. Peterson                              
      James R. Peterson, Assistant Secretary

EX-99

Exhibit A

NATIONAL FUEL RESOURCES, INC.
INCOME STATEMENT

	Three Months Ended September 30, 2004			Twelve Months Ended September 30, 2004
	Actual			Actual
Operating Revenues	$	43,617,002		$	284,349,407
Operating Expenses:
Purchased Gas		42,305,682			271,222,908
Purchased Electric		--			(1,416	)
Operation		1,276,615			3,891,947
Depreciation, Depletion
& Amortization		22,932			101,790
Franchise & Other Taxes		40,440			385,473
		43,645,669			275,600,702
Operating Income		(28,667	)		8,748,705
Interest Income		204,539			782,713
Interest Expense		19,097			32,495
Net Income Before Taxes		156,775			9,498,923
Income Taxes:
Federal		(213,769	)		2,445,832
State		(54,783	)		600,461
Deferred		477,578			917,337
		209,026			3,963,630
Net Income	$	(52,251	)	$	5,535,293

EX-99

Exhibit B

NATIONAL FUEL RESOURCES, INC.
BALANCE SHEET

	AT SEPTEMBER 30,
	2004			2003
ASSETS
Current Assets:
Cash and Temporary
Cash Investments	$	9,266,960		$	1,879,960
Accounts Receivable - Net		9,436,688			8,084,668
Accounts Receivable - Interco		3,294,229			154,755
Notes Receivable - Intercompany		22,800,000			28,100,000
Reserve for Bad Debts		(1,224,635	)		(1,700,106	)
Gas Stored Underground		21,924,513			14,481,613
Other Current Assets		279,709			286,028
		65,777,464			51,286,918
Property, Plant, and Equipment
Furniture and Fixtures		1,169,524			1,159,318
Less - Accumulated DD&A		(1,089,651	)		(987,883	)
		79,873			171,435
Fair Market Value of Derivative
Financial Instruments-Asset		--			348,743
Other Assets		113,460			2,326,524
	$	65,970,797		$	54,133,620
LIABILITIES
Current Liabilities:
Accounts Payable	$	5,218,409		$	6,115,130
Accrued Liabilities		10,402,413			3,668,546
Current Income Taxes - Federal		(73,632	)		1,082,914
Accounts Payable - Intercompany		4,774,411			(932,582	)
Notes Payable - Intercompany		--			--
Dividend Payable		1,950,000			200,000
		22,271,601			10,134,008
Long Term Liabilities:
Deferred Income Taxes		(3,148,139	)		(2,073,878	)
Fair Market Value of Derivative
Financial Instruments-Liability		3,646,837			--
Miscellaneous Deferred Credits		401,888			1,565,600
		900,586			(508,278	)
Stockholder's Equity:
Common Stock		10,000			10,000
Capital Paid in Excess of Par		33,490,000			33,490,000
Retained Earnings		12,346,741			11,111,448
Unrealized Gain/Loss		(3,048,131	)		(103,558	)
Total Equity		42,798,610			44,507,890
	$	65,970,797		$	54,133,620