File No. 70-8579

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
           ______________________________________________

                                  U-1
                            AMENDMENT NO. 2
                                 UNDER
            THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
           ______________________________________________

Names of Companies filing this statement and addresses of principal 
executive offices:

                       National Fuel Gas Company
                          10 Lafayette Square
                        Buffalo, New York 14203
           ______________________________________________

                Name of Top Registered Holding Company:

                       NATIONAL FUEL GAS COMPANY

               Names and Addresses of Agent for Service:

      Philip C. Ackerman            Gerald T. Wehrlin
      Senior Vice President         Controller
      National Fuel Gas Company     National Fuel Gas Company
      10 Lafayette Square           10 Lafayette Square
      Buffalo, New York 14203       Buffalo, New York 14203


It is respectfully requested that the Commission send copies of all 
notices, orders and communications to:

                         Kyle G. Storie, Esq.
                          10 Lafayette Square
                        Buffalo, New York 14203

             The Application-Declaration in this proceeding is hereby 

amended as follows:

Item No. 1.  Description of Proposed Transaction

             The following is hereby added as the seventh paragraph of 

Item 1:

             Neither National nor any of its subsidiaries has an 

ownership interest in an exempt wholesale generator ("EWG") or foreign 

utility company ("FUCO") as defined in Sections 32 and 33 of the Act.  

Further, none of the proceeds from the issuance by National or any of 

its subsidiaries of the Additional Common Stock as contemplated 

hereunder will be used for the acquisition of an interest in an EWG or 

a FUCO.

                              SIGNATURES

             Pursuant to the requirements of the Public Utility Holding 

Company Act of 1935, the undersigned companies have duly caused this 

amendment to the Application-Declaration to be signed on their behalf 

by the undersigned thereunto duly authorized.


Dated:  March 30, 1995
                                   NATIONAL FUEL GAS COMPANY



                                   By: /s/Philip C. Ackerman
                                       Philip C. Ackerman
                                       Senior Vice President