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                                                        File No. 70-8649


                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549


                                  U-1/A

                             AMENDMENT NO. 1

                                  under

              The Public Utility Holding Company Act of 1935


NATIONAL FUEL GAS COMPANY                HORIZON ENERGY
10 Lafayette Square                       DEVELOPMENT, INC.
Buffalo, New York 14203                  10 Lafayette Square
                                         Buffalo, New York 14203

           (Name of company or companies filing this statement
              and addresses of principal executive offices)


                        NATIONAL FUEL GAS COMPANY

              (Name of top registered holding company parent
                     of each applicant or declarant)

P. C. Ackerman, Senior Vice President    B. H. Hale
National Fuel Gas Company                Horizon Energy Development, Inc.
10 Lafayette Square                      10 Lafayette Square
Buffalo, New York 14203                  Buffalo, New York 14203

           (Names and addresses of agents for service)


      The Commission is requested to mail signed copies of all
                orders, notices and communications to:


      B. H. Hale                    G. T. Wehrlin
      10 Lafayette Square           Controller
      Buffalo, New York 14203       National Fuel Gas Company
                                    10 Lafayette Square
                                    Buffalo, New York 14203

                              Kyle G. Storie
                           10 Lafayette Square
                         Buffalo, New York 14203
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1)    The INTRODUCTION is hereby amended by the addition of Footnote 
1 at the end of the second sentence of the second paragraph (p. 1).

"     At some point it may be determined that it is 
          advantageous for National to undertake Project 
          Activities without going through Horizon.  This 
          would be accomplished via direct investment by 
          National, through one or more transactions, in one 
          or more companies engaged directly or indirectly, 
          in Project Activities.  For ease of discussion, 
          this Application/Declaration as written, seeks 
          authorization for National to carry on Project 
          Activities through Horizon.  However, the 
          Applicants hereby seek approval to undertake all 
          of the activities contemplated hereunder via 
          direct investment by National and/or through 
          Horizon with the understanding that all 
          restrictions contained herein relating to 
          investments by or through Horizon will apply 
          equally to investments made without going through 
          Horizon."

2)    Footnote  at p. 8 is hereby renumbered .

3)    Item I., DESCRIPTION OF PROPOSED TRANSACTION is hereby amended 
as follows:

      a)  Delete the first and second sentence of Section A.  
          Financing for Horizon in their entirety and replace with 
          the following:

          "Horizon is a newly formed business corporation that has 
          20,000 shares of authorized but unissued common stock and 
          which has had no business activity to date.  The initial 
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          financing for Horizon to cover start up and early project 
          developments will be provided by the acquisition by 
          National of 500 shares of Horizon common stock, par value 
          $1.00 per share, for $1,000,000.00."

      b)  Delete the sixth and seventh sentence of Section A.  
          Financing for Horizon and replace with the following:

          Any loans by National to Horizon that are nine (9) months 
          or less in duration shall have terms and conditions 
          parallel to those of similar loans obtained by National, 
          the proceeds of which are lent to Horizons.  The interest 
          rates on such loans shall not exceed then-current LIBOR 
          rates plus 200 basis points.  Any loans by National to 
          Horizon having maturities of more than nine (9) months 
          shall have terms and conditions parallel to those of 
          similar loans obtained by National, the proceeds of which 
          are lent to Horizons.  The interest rates on such loans 
          shall not exceed then-current yields on Treasuries having 
          similar maturities plus 200 basis points.  All loans by 
          National to Horizons shall not in the aggregate exceed $150 
          million at any one time outstanding.

      c)  Insert "(including Debt Financing of Intermediate 
          Companies)" between "Financing" and "guaranteed" in the 
          fifth line of the third paragraph of Section A.

      d)  Section D. entitled Request Regarding Activities Related to 
          Intermediate Companies is amended as follows:

          (i)  Insert "exclusively" between "are" and "in" in the 
               seventh to the last line.

          (ii) Insert "exclusively" between "engage" and "in" in the 
               last line.

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      e)  Delete the last paragraph of Section E. entitled Request 
          for Authorization Regarding Domestic Power Projects.

      f)  Section F. entitled Request for Authorization for the 
          Provision of Services is relettered "F-1".

      g)  Delete the first four paragraphs of Section F.1.

      h)  The first sentence of the reformulated Section F.1 is 
          amended to read in its entirety as follows:

          "Applicants hereby request an exemption from Section 13 and 
          Rule 83 of the Act, so that any subsidiary of National may 
          provide such services at market rates in regard to Exempt 
          Projects involving entities that do not derive, directly or 
          indirectly, any material part of their income from sources 
          within the United States and are not public utility 
          companies operating in the United States."

      i)  The following sentence is added to the end of Section F.1.

          "In no instance, however, will such services be provided 
          below cost."

      j)  A new Paragraph F-2 entitled "Consulting and Operation 
          Services" is hereby added and shall read in its entirety as 
          follows:

          "Applicants request authority to provide consulting and 
          operation services to third parties in regard to overseas 
          and domestic energy related projects where Applicants have 
          no equity interest in the project.  For example, Horizon 
          may provide consulting services (or be the operator of) a 
          newly built gas pipeline regarding safety issues, O&M, 
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          accounting, dispatching and the myriad of other functions 
          necessary for the successful operation of a gas pipeline.  
          Such services would be offered at market prices, but shall 
          not be provided below cost."




                              SIGNATURE



     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:    July 20, 1995            NATIONAL FUEL GAS COMPANY



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


                                   HORIZON ENERGY DEVELOPMENT, INC.



                                   By: /s/ Bruce H. Hale      
                                       Bruce H. Hale
                                       Incorporator








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