UNITED STATES OF AMERICA
            Before the 
SECURITIES AND EXCHANGE COMMISSION
____________________________________________

            In the Matter of

NATIONAL FUEL GAS COMPANY                               FIFTH
NATIONAL FUEL GAS DISTRIBUTION CORPORATION              CERTIFICATE
NATIONAL FUEL GAS SUPPLY CORPORATION                    PURSUANT TO
SENECA RESOURCES CORPORATION                            RULE 24
NATIONAL FUEL RESOURCES, INC.

File No. 70-8251
(Public Utility Holding Company Act of 1935)
____________________________________________

          THIS IS TO CERTIFY, pursuant to Rule 24, that certain 

transactions proposed by National Fuel Gas Company ("National") and 

certain of its subsidiaries, National Fuel Gas Distribution 

Corporation ("Distribution Corporation"), National Fuel Gas Supply 

Corporation ("Supply Corporation"), Seneca Resources Corporation 

("Seneca"), and National Fuel Resources, Inc. ("NFR")(the "Covered 

Subsidiaries") in Form U-1, Application-Declaration, File No. 

70-8251, as amended, have been carried out in accordance with the 

terms and conditions, and for the purposes as represented by said 

Application-Declaration, and the Order of the Securities and Exchange 

Commission (HCAR No. 35-25922 dated November 12, 1993) with respect 

thereto, in that, during the quarter ended December 31, 1995 the 

following guarantees were made by National on behalf of the Covered 

Subsidiary:



                                    Covered Subsidiary
Date of      Recipient of           on Whose Behalf         Amount of
Guarantee    Guarantee              Guarantee was Made      Guarantee

11/15/95     Baltimore Gas          NFR                    $500,000
             and Electric          

12/26/95     National Fuel Gas      NFR                    $1,443,233
             Distribution 
             Corporation


          In accordance with HCAR No. 35-25922 the guarantees listed 

above remain in effect until the earlier of (i) a date prior to 

December 31, 1998, or (ii) written notice of cancellation from 

guarantor.



February 8, 1996

                                   NATIONAL FUEL GAS COMPANY



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