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


_______________________________
IN THE MATTER OF                                  
NATIONAL FUEL GAS COMPANY                  CERTIFICATE
FILE NO. 70-6912                           PURSUANT TO RULE
         70-7049                           24
         70-7581

(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 Declarations 
of National Fuel Gas Company ("National"), as amended, in the above 
files, and pursuant to the Orders dated January 10, 1984 (File No. 
70-6912), April 23, 1984 (File No. 70-6967), January 16, 1985 (File 
No. 70-7049), May 1, 1987 (File No. 70-7369) December 28, 1988 (File 
No. 70-7581), and March 5, 1993 (File No. 70-8111), of the Securities 
and Exchange Commission with respect thereto.

         The following individuals, during the period January 1, 1996 
through March 31, 1996, exercised Incentive Stock Options ("ISO's") or 
Non-Qualified Stock Options ("NSO's") as identified below:

                                                                  Number of
                                                       Number of   Shares of
                                    Exercise            Shares    Stock Used
                     Type   Date     Price              Acquired   in Stock-
                      of     of      Per      Exercise  Through    for-Stock
 Name                Grant  Grant    Share     Date     Exercise   Exercise


Gerard C. Miller     NSO   10/5/92  $25.1875   1/11/96     3,500      -0-
Gerard C. Miller     NSO   10/5/92   25.1875   1/30/96     1,500      -0-
Roger W. Wilcox      NSO   6/14/90   23.8125   1/30/96     2,000      -0-
Roger W. Wilcox      NSO   10/21/91  23.875    1/30/96     5,000      -0-
Roger W. Wilcox      NSO   10/5/92   25.1875   1/30/96     5,000      -0-
Robert Borneman      NSO   1/6/87    19.78125  1/30/96     3,000      -0-
Robert J. Wright     NSO   1/6/87    19.78125  2/6/96      3,000      -0-
Robert J. Wright     NSO   4/20/88   18.75     2/6/96      2,000      -0-
Robert J. Wright     ISO   3/27/89   18.00     2/6/96      2,000      -0-
Bruce H. Hale        NSO   1/6/87    19.78125  3/22/96       896      525
Bruce H. Hale        NSO   1/6/87    19.78125  3/22/96     1,250      -0-
Bernard J. Kennedy   NSO   6/14/90   23.8125   3/25/96     4,000      -0-
Richard Hare         NSO   6/14/90   23.8125   3/25/96     7,900    5,553
Richard Hare         NSO   10/21/91  23.875    3/25/96    17,500   12,334
Richard Hare         NSO   10/5/92   25.1875   3/25/96     7,810    5,867




          These were the only exercises of options pursuant to the 
National Fuel Gas Company 1984 Stock Plan, the National Fuel Gas Company 
1983 Incentive Stock Option Plan or the National Fuel Gas Company 1993 
Award and Option Plan during the period January 1, 1996 - March 31, 1996.


         IN WITNESS WHEREOF, National has caused this Certificate to be 
executed this 1st day of April, 1996.


                                 By  /s/  Anna Marie Cellino
                                          Anna Marie Cellino
                                               Secretary