-----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, Uj3GRwJmSDe/0OBHOSavBV8LupSKqZb2ko7jIxeMuKiVBhoj4nkUtRKScbwYC0UJ eHLOr5RXYX3c9XFfv2hTKg== 0000070145-05-000016.txt : 20050128 0000070145-05-000016.hdr.sgml : 20050128 20050128155118 ACCESSION NUMBER: 0000070145-05-000016 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 EFFECTIVENESS DATE: 20050128 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: 0905 FILING VALUES: FORM TYPE: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 030-00358 FILM NUMBER: 05558250 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 u5s2004.htm 2004 FORM U5S ANNUAL REPORT Form u5s dated september 30, 2004

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM U5S

ANNUAL REPORT

For the Fiscal Year Ended September 30, 2004

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, 2004

TABLE OF CONTENTS

                                                                          Page

ITEM  1.  SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF
          SEPTEMBER 30, 2004                                                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, 2004               12
          Part  II.  Financial connections as of September 30, 2004        17
          Part III.  Compensation and other related information            17

ITEM  7.  CONTRIBUTIONS AND PUBLIC RELATIONS                               22

ITEM  8.  SERVICE, SALES AND CONSTRUCTION CONTRACTS
          Part   I.  Intercompany sales and services
                     (1)  Salaries of officers of the Registrant           23
                     (2)  Services rendered by Statutory Subsidiaries      24
                     (3)  Services rendered by Registrant                  37
          Part  II.  Contracts to purchase services or goods
                     between any System company and any affiliate          38
          Part III.  Employment of any person by any System
                     company for the performance on a continuing
                     basis of management services                          38

ITEM  9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES               38

ITEM 10.  FINANCIAL STATEMENTS AND EXHIBITS
          Financial Statements (Index)                                     41
          Exhibits                                                        114

SIGNATURE                                                                 129

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2004

                           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%    $558,630   $558,630
    Unsecured Debt (Note 9)              -            -    $363,410   $363,410

 National Fuel Gas Supply
  Corporation (Supply
  Corporation) (Note 2)          1,013,802         100%    $336,514   $336,514
    Unsecured Debt (Note 9)              -            -    $ 72,970   $ 72,970

 Seneca Resources Corporation
  (Seneca Resources) (Note 3)      100,000         100%    $ 87,137   $ 87,137
    Unsecured Debt (Note 9)              -            -    $688,422   $688,422
  3062782 Nova Scotia Co.
    (NSULC1) (Note 3)          165,350,317         100%    $(41,042)  $(41,042)
    Unsecured Debt (Note 9)              -            -    $144,907   $144,907
   Seneca Energy Canada Inc.
    (Note 3)                    10,597,289         100%    $108,741   $108,741
  Seneca Player Corp.
    (Note 3)                             1         100%    $  3,113   $  3,113
   3062783 Nova Scotia Co.
     (NSULC2) (Note 3)           2,124,467         100%    $   (226)  $   (226)
    Unsecured Debt (Note  9)             -            -    $  1,890   $  1,890
  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%    $120,393   $120,393
  Unsecured Debt (Note 9)                -            -    $ 71,600   $ 71,600
  Empire State Pipeline Company,
   LLC (Empire LLC) (Note 4)           N/A         100%    $137,618   $137,618
     Empire State Pipeline
      (Empire) (Note 4)                N/A          50%    $ 42,414   $ 42,414
  St. Clair Pipeline Company,
   LLC (St. Clair LLC) (Note 4)        N/A         100%    $ 42,666   $ 42,666
     Empire State Pipeline
      (Empire) (Note 4)                N/A          50%    $ 42,413   $ 42,413
       Secured Debt                      -            -    $ 41,433   $ 41,433

 Data-Track Account Services,
  Inc. (Data-Track) (Note 5)         1,000         100%    $    763   $    763

 Leidy Hub, Inc. (Leidy Hub)
  (Note 6)                           4,000         100%    $     48   $     48

 National Fuel Resources, Inc.
 (NFR) (Note 7)                     10,000         100%    $ 42,799   $ 42,799

 Horizon Energy Development, Inc.
  (Horizon) (Notes 8 and 11)         4,750         100%    $ 56,835   $ 56,835
    Unsecured Debt (Note 9)              -            -    $124,470   $124,470
  Horizon Energy Holdings, Inc.
   (HEHI) (Note 11)                  2,000         100%    $184,582   $184,582

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2004 (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%    $185,042   $185,042
      Horizon Energy Bulgaria Ltd.
       (HEB Ltd.) (Note 11)            N/A         100%       $(369)     $(369)
       Sofia Energy EAD
        (SE AD) (Note 11)              N/A         100%       $(412)     $(412)

         United Energy, a.s.
       (UE) (Note 11)            8,475,419       85.16%    $183,614   $183,614
        Unsecured Debt (Note 9)          -            -    $  9,854   $  9,854
       Teplarna Liberec, a.s.
        (TL) (Note 11)                  70          70%    $ 11,805   $ 11,805
       Lounske tepelne
        Hospodarstvi, s.r.o
        (LTH) (Note 11)                N/A         100%    $     78   $     78
       ENOP Company, s.r.o.
         (ENOP)(Note 11)               N/A         100%    $    394   $    394
      Horizon Energy Development,
       s.r.o. (HED) (Note 11)          N/A         100%    $  1,442   $  1,442
      Montenero Energia s.r.l.
       (ME) (Note 11)                  N/A          50%    (Note 11)  (Note 11)

 Horizon LFG Inc. (Horizon LFG)
  (Note 12)                          1,000         100%    $ (1,272)  $ (1,272)
    Unsecured Debt (Note 9)              -            -    $ 43,500   $ 43,500
   Toro Partners, LLC
    (Toro LLC) (Note 12)               N/A         100%    $   (282)   $  (282)
    Unsecured Debt (Note 9)              -            -    $ 43,000   $ 43,000
   Toro Partners, LP
    (Toro LP) (Note 12)                N/A         100%    $ 42,980   $ 42,980
   Toro Energy of Michigan, LLC        N/A         100%    $  4,448   $  4,448
   Toro Energy of Ohio-Statewide, LLC  N/A         100%    $     45   $     45
   Toro Energy of Ohio, LLC            N/A         100%    $  7,341   $  7,341
   Toro Energy of Kentucky, LLC        N/A         100%    $  4,003   $  4,003
   Toro Energy of Missouri, LLC        N/A         100%    $  6,373   $  6,373
   Toro Energy of Maryland, LLC        N/A         100%    $  4,243   $  4,243
   Toro Energy of Indiana, LLC         N/A         100%    $  5,582   $  5,582
   Toro Energy of Ohio-American, LLC   N/A         100%    $ 15,553   $ 15,553

 Horizon Power, Inc. (Power)
   (Note 13)                           500         100%    $  4,596   $  4,596
   Unsecured Debt (Note 9)               -            -    $ 17,200   $ 17,200
   Seneca Energy II, LLC
     (Seneca Energy)                   N/A          50%    (Note 13)  (Note 13)
   Model City Energy, LLC
     (Model City)                      N/A          50%    (Note 13)  (Note 13)

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2004 (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 13)  (Note 13)

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, Louisiana, and Alabama. 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), 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, and two tax partnerships, Vermillion 252 and Vermillion Block 253 Tax
Partnership. Seneca Resources is also a general partner of the following limited partnerships engaged in
exploration and production activities: Kidder Energy Joint Venture 1990-A, L.P., Kidder Energy Joint
Venture 1990-B, L.P., Kidder Energy Joint Venture 1991-A, L.P., and Kidder Busti Energy Joint Venture
L.P. 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.

(4) Highland operates several sawmills and kilns in northwestern Pennsylvania and processes timber from
north-central Pennsylvania, primarily high quality hardwoods. Highland also owns 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 State Pipeline (Empire), which is a joint venture. Empire owns a 157-mile
pipeline that extends 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 $19,035,000.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2004 (Continued)

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

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

(7) 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.

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

(9) Unsecured debt is presented on pages 7-8.

(10) 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.

(11) 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 and 70%
of the ownership interest of TL. 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.

(12) Horizon LFG (Formerly Upstate Energy, Inc.) 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. Horizon LFG and Toro Partners, LLC (Toro LLC), a wholly-owned subsidiary of Horizon LFG, own
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. Horizon LFG 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.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2004 (Continued)

(13)    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:
                   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
                   1.852% System Money Pool(1)    145,100      145,100     145,100
                                                  -------      -------     -------
                                                  363,410      363,410     363,410
                                                  -------      -------     -------

Supply
 Corporation     Intercompany Notes:
                   5.35% Due March 1, 2013         30,000       30,000      30,000
                   6.79% Due September 15, 2022     9,770        9,770       9,770
                   1.85% System Money Pool (1)     33,200       33,200      33,200
                                                   ------       ------      ------
                                                   72,970       72,970      72,970
                                                   ------       ------      ------

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2004 (Concluded)

Seneca
 Resources       Intercompany Notes:
                   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    48,422       48,422      48,422
                                                  -------      -------     -------
                                                  688,422      688,422     688,422
                                                  -------      -------     -------


NSULC1             0.00% Revolving Demand Loan    144,907      144,907     144,907
NSULC2             0.00% Revolving Demand Loan      1,890        1,890       1,890
                                                  -------      -------     -------
                                                  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
                   1.85% System Money Pool(1)      11,600       11,600      11,600
                                                   ------       ------      ------
                                                   71,600       71,600      71,600
                                                   ------       ------      ------

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
                   1.76% Line of credit(2)         34,700       34,700      34,700
                                                  -------      -------     -------
                                                  124,470      124,470     124,470
                                                  -------      -------     -------

UE                 6.35% Payable Quarterly
                    Through September 2006          9,854        9,854       9,854
                                                  -------      -------     -------

Horizon LFG        1.85% System Money Pool(1)      43,500       43,500      43,500
                                                  -------      -------     -------

Toro Partners, LLC 1.85% Line of Credit            43,000       43,000      43,000
                                                  -------      -------     -------

Horizon
 Power Inc.        1.84% Line of Credit(2)         17,200       17,200      17,200
                                               ----------   ----------  ----------

                                               $1,581,223   $1,581,223  $1,581,223
                                               ==========   ==========  ==========


 (1)   Interest rate represents weighted average of all short-term securities outstanding at September
       30, 2004, 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, 2004.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

None during fiscal year ended September 30, 2004.

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: 1.30%
Name of Person to Whom Issued: National Fuel Gas Company
End of Year Balance: $34,700,000
Highest Balance During Year: $36,400,000
Exemption: Rule 52

2. Name of Issuer: Horizon Energy Bulgaria Ltd.
Description of Security: Line of Credit Agreement with maximum draw of
$35,000,000
Effective Average Interest Rate: 3.29%
Name of Person to Whom Issued: Horizon Energy Development B.V.
End of Year Balance: $399,224
Highest Balance During Year: $399,224
Exemption: Rule 52

3. Name of Issuer: Horizon Energy Bulgaria Ltd.
Description of Security: Line of Credit Agreement with maximum draw of
CZK 30,000,000
Effective Average Interest Rate: 1.65%
Name of Person to Whom Issued: Horizon Energy Development, s.r.o.
End of Year Balance: CZK 1,991,182 ($78,480) at September 30, 2004
USD/CZK exchange rate of 25.3720
Highest Balance During Year: CZK 1,991,182
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: 1.34%
Name of Person to Whom Issued: National Fuel Gas Company
End of Year Balance: $17,200,000
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: 1.25%
Name of Person to Whom Issued: Horizon LFG, Inc.
End of Year Balance: $43,000,000
Highest Balance During Year: $48,000,000
Exemption: Rule 52

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURTIES

FISCAL YEAR ENDED SEPTEMBER 30, 2004.

                                       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:

     6.82% Note maturing
      August 1, 2004                     Registrant                       100,000  100,000         Paid at
                                                                                                  Maturity


     6.50% Note maturing
      September 15, 2022                 Registrant                 128                128        Rule 42

     7.75% Note maturing
      February 1, 2004                   Registrant                       125,000  125,000        Paid at
                                                                                                 Maturity


Subsidiaries of Registered Holding Company:

    Seneca Resources*:
     6.95% Note maturing                 Seneca
      August 1, 2004                     Resources                         50,000   50,000         Paid at
                                                                                                  Maturity


     6.79% Note maturing                 Seneca
      September 15, 2022                 Resources                  128                128         Rule 52


    Distribution Corporation:
     7.99% Note maturing                 Distribution
      February 1, 2004                   Corporation                      100,000  100,000         Paid at
                                                                                                  Maturity


    Supply Corporation:
     6.95% Note maturing                 Supply
      August 1, 2004                     Corporation                       50,000   50,000         Paid at
                                                                                                  Maturity

     7.99% Note maturing                Supply                             25,000   25,000         Paid at
      February 1, 2004                  Corporation                                               Maturity

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

At September 30, 2004, Seneca Resources owned 277,408 shares of common stock of Touchstone Resources USA, Inc. ("Touchstone"), or 0.5% of Touchstone's issued and outstanding common stock (owner's book value of $291,278). Touchstone is engaged in oil and gas exploration and production activities.

Distribution Corporation and NFR hold stock certificates obtained in bankruptcy distributions applicable to obligations of customers (Distribution Corporation, 15; NFR, 1) incurred in the ordinary course of business.

ITEM 6. OFFICERS AND DIRECTORS

Part I. Names, principal business address and positions held as of September 30, 2004

                                        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. 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 |              - |          - |         - |        - |
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 |
B. L. McMahon          Houston, TX (5) |              - |              - |          - |    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 |          - |         - |        - |
B. H. Hale       Williamsville, NY (1) |              - |              - |          - |         - |        - |
J. R. Pustulka   Williamsville, NY (1) |              - |              s |  D, SVP, s |         - |        - |
J. D. Ramsdell   Williamsville, NY (1) |              - |      D, SVP, 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) |           T, s |   D, SVP, T, s |     T,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 |          VP, s |          s |         s |        s |
B. Heine         Williamsville, NY (1) |              - |         AVP, s |          - |         - |        - |
J. Lesch               Buffalo, NY (18)|              - |         AVP, s |          s |         - |        - |
D. Wassum        Williamsville, NY (1) |              - |              - |          - |         - |        - |
K. Camiolo       Williamsville, NY (1) |           C    |           C, s |        C,s |         s |        s |
D. Bauer         Williamsville, NY (1) |              - |          AT, s |          s |         s |        s |



                                      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
  Account       Fuel        Energy                   Horizon     Horizon
 Services,   Resources,   Development,  Leidy Hub,   LFG,         Power
   Inc.         Inc.        Inc.***        Inc.      Inc. ****  Inc.*****
 ---------   ----------   ------------  ----------   ---------  ----------
COB, P, D, s|         s  |     P, D, s |    COB, D |        s |      s       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        D |      -       |
       S,T  |          - |           - |         - |        S |      S,T     |
          - |          - |           - |         - |        T |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |       VP, s |         - |      P,s |    D,P,s     |
          - |          - |           - |SVP,S,D    |        - |      -       |
          s |          s |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          D |          - |           - |         - |        - |        D     |
          - |          s |      T,S  s |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |D, S, VP, s |           - |         - |        - |      -       |
          - |          s |           - |         - |        - |      -       |
          - |          s |           s |         - |        s |      s       |
          - |          - |           - |         - |        - |      -       |
          - |          - |           - |         - |        - |      -       |
          - |          - |      AVP, s |         - |      AVP |      AVP     |
          - |          s |           - |         - |        - |      -       |
          - |          s |           - |         - |        - |      -       |

* Officers and directors of Seneca Resources' subsidiaries as of September 30, 2004 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)
 S. Bridge (Vice President and Director)                             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 and Director)                               Houston, TX (5)
 T. L. Atkins (Treasurer)                                            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 (Director)                                             Houston, TX (5)

** Officers and directors of Highland's subsidiaries as of September 30, 2004 were as follows:

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

*** Officers and directors of Horizon's subsidiaries as of September 30, 2004 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)
 R. J. Tanski (Secretary and Treasurer)                              Williamsville, NY (1)

Horizon Energy Development, B.V.
Managing Directors:
 B. H. Hale                                                          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:
 S. Cvrcek                                                           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                                                            Most, Czech Republic (14)
 F. Jicha                                                            Louny, Czech Republic (26)

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

ENOP, 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)

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)
 S. Corso (Director)                                                 Rome, Italy (29)
 G. Mancini (Director)                                               Rome, Italy (30)

**** Officers and directors of Horizon LFG's subsidiaries as of September 30, 2004 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, 2004 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 (Senior Vice 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, 434 03 Most Komorany, 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 3118/48, 400 02 Usti nad Labem, Czech Republic
(23)  City of Louny, Mirove namesti 35, 440 23 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 spol. s.r.o., 17 listopadu 2580, 440 01 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, 2004:

                                                 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)

R. D. Cash            Zions Bancorporation,        Director          70 (a)
                       Salt Lake City, Utah

G. L. Mazanec         Northern Trust Bank
                       of Texas,
                       Dallas, Texas               Director          70 (a)

Part III. Compensation and other related information:

(a) Compensation of Directors and Executive Officers:

         The information required by this item appears under "Directors' Compensation," and "Executive Compensation,"
on pages 7 and 8 and pages 13 to 20, respectively, of the National Fuel Gas Company Proxy Statement, dated January 6,
2005, included as Exhibit A (3) to this Form U5S and is incorporated herein by reference.

(b) 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 to 12 of the National Fuel Gas Company Proxy Statement, dated January 6, 2005, included as
Exhibit A(3) of this Form U5S and is incorporated herein by reference.

(c)  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 2004.


o        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 in File No. 1-3880)

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

o        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)

Item 6. OFFICERS AND DIRECTORS (Continued)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

Item 6. OFFICERS AND DIRECTORS (Continued)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

Item 6. OFFICERS AND DIRECTORS (Continued)

o 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)

o 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)

o 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)

o National Fuel Gas Company Parameters for Executive Life Insurance Plan (Exhibit 10.1, Form 10-K for fiscal
year ended September 30, 2004, in file No. 1-3880)

o 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)

o 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)

o 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)

o 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)

o 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)

o 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)

o National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan 2003 Trust Agreement (I),
dated September 1, 2003 (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 2004, in File No.
1-3880)

o 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)

o Amendment No. 1 to Retirement Supplement Agreement dated March 11, 2004, between the Company and Joseph P.
Pawlowski (Exhibit 10 (iii), Form 10Q for the quarterly period ended March 31, 2004 in File No. 1-3880)

Item 6. OFFICERS AND DIRECTORS (Continued)

o        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)

o        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)

o        Administrative Rules of the Compensation Committee of the Board of Directors of National Fuel Gas Company, as
         amended and restated, effective September 9, 2004 (Exhibit 10.3, Form 10-K for fiscal year ended
         September 30, 2004 in File No. 1-3880)

o        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)

o        Retirement and Consulting Agreement, dated September 5, 2001, between the Company and Bernard J. Kennedy
         (Exhibit 10.4, Form 10-K for fiscal year ended September 30, 2004 in File No. 1-3880)


(d)    Indebtedness to System Companies:  None

(e)    Participation in Bonus and Profit-Sharing Arrangements and Other Benefits:

       The information required by this item appears under "Directors' Compensation" and "Executive Compensation" on
       pages 7 and 8 and pages 13 to 20, respectively, of the National Fuel Gas Company Proxy Statement, dated January
       6, 2005, included as Exhibit A(3) to this Form U5S and incorporated herein by reference.

(f)    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 9, 2004.  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 $115 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, 2004
    ---------------         -----------------     -------   --------------------------   ------------------

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        $  2,237

Distribution Corporation           N/A            *NYPAC     Misc. Income Deductions        $  1,710

Distribution Corporation           N/A            *PAPAC     Misc. Income Deductions        $  1,477

Supply Corporation                 N/A            *FEDPAC    Misc. Income Deductions        $    955

Supply Corporation                 N/A            *NYPAC     Misc. Income Deductions        $  2,206

Supply Corporation                 N/A            *PAPAC     Misc. Income Deductions        $    901

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

(2) Any citizens group or public relations counsel:

Distribution Corporation    29 Beneficiaries       Civic     Operation Expense              $ 17,953

Supply Corporation          14 Beneficiaries       Civic     Operation Expense              $  5,742

Seneca Resources             1 Beneficiary         Civic     Operation Expense              $    335

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, 2004

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


P. C. Ackerman     97,500    257,400     210,600    120,900    23,400   19,500  3,900    3,900   3,900  39,000  780,000

K. M. Camiolo       3,250     35,334      18,941      3,614     3,770        -      -        -       -      91   65,000

A. M. Cellino      12,025    120,130     108,225          -       120        -      -        -       -       -  240,500

J. P. Pawlowski     7,075     76,169      41,261      8,165     8,674        -      -        -       -     156  141,500

R. J. Tanski       27,850    137,755      55,700     12,634    11,084   33,200      -        -       -     277  278,500