File No. 70-8657

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

                                 U-1
                           AMENDMENT NO. 1
                                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

PAGE 1 OF 1

             The Application-Declaration in this proceeding is hereby 

amended as follows:

Item No. 1.  Description of Proposed Transaction

             1)    The following is hereby added as the first sentence 

of the fifth paragraph of Item 1:

             "National proposes to issue and sell, in addition to those 

shares previously authorized in HCAR 35-25216, an additional one 

million shares of common stock."

             2)    The following is hereby added as the sixth 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 common stock authorized under HCAR 35-25216 or 

the Additional Common Stock 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:  July 24, 1995
                                   NATIONAL FUEL GAS COMPANY



                                   By: /s/Gerald T. Wehrlin
                                       Gerald T. Wehrlin
                                       Controller