UNITED STATES OF AMERICA
            BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.

__________________________________
IN THE MATTER OF                               CERTIFICATE
NATIONAL FUEL GAS COMPANY                      PURSUANT TO
FILE NO. 70-8109                               RULE 24


(Public Utility Holding Company
Act of 1935)
__________________________________

         This is to certify, pursuant to Rule 24 under the Public 
Utility Holding Company Act of 1935, as amended, that the 
transactions referred to below have been carried out in accordance 
with the terms and conditions of and for the purposes represented by 
the Declaration, as amended, of National Fuel Gas Company 
("National"), in the above file, and pursuant to the Order dated 
March 5, 1993 of the Securities and Exchange Commission with respect 
thereto.

         On December 17, 1994, the Compensation Committee of the 
Board of Directors of National awarded Restricted Stock pertaining to 
8,000 shares of National's common stock pursuant to the National Fuel 
Gas Company 1993 Award and Option Plan ("Plan") to the following four 
individuals:


         NAME                               NUMBER OF
                                         SHARES GRANTED 

         Walter E. DeForest                   2,000
         Bruce H. Hale                        2,000
         Dennis J. Seeley                     2,000
         David F. Smith                       2,000


         The total number of shares of restricted stock awarded under 
the Plan during the time period October 1, 1994 - December 31, 1994 
was 8,000.  No options were granted or other awards made under the 
Plan during that period.


         In witness WHEREOF, National has caused this certificate to 
be executed this 10th day of January, 1995.



                                       By_/s/ Richard M. DiValerio   
                                             Richard M. DiValerio
                                                  Secretary