U-1/A

                                             File Number 70-8841

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

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


 Name of company filing this statement and address of principal 
                        executive office:

                    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 Agents for Service:

P. C. Ackerman                          A. M. Cellino
Senior Vice President                Secretary
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
                 10 Lafayette Square, Suite 1500
                     Buffalo, New York 14203


     1.   Add the following language at the end of Item 1:  

          "The Applicant-Declarant represents that the 
          requirements of rules 53 and 54 are satisfied 
          with respect to its investments in exempt 
          wholesale generators ("EWGs") and foreign 
          utility companies ("FUCOs"), as defined in 
          sections 32 and 33 of the Act, respectively.  
          As a result, pursuant to rule 54, the 
          Commission shall not consider the effect of 
          the capitalization or earnings of its EWG and 
          FUCO subsidiaries on the registered holding 
          company system in determining whether to 
          approve the proposed transactions."
          
     2.   Delete both references to Rule 46 in Item 3.

     3.   Exhibit F-1 the Opinion of Stryker, Tams & Dill is 

included as part of this amendment.


                            SIGNATURES
                                 
     Pursuant to the requirements of the Public Utility Holding 

Company Act of 1935, the undersigned company has duly caused this 

amendment to the Application-Declaration to be signed on its 

behalf by the undersigned thereunto duly authorized.


Dated:  June 12, 1996
                                   NATIONAL FUEL GAS COMPANY


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

EX-99

                       STRYKER, TAMS & DILL
                       TWO PENN PLAZA EAST
                        NEWARK, N.J. 07105
                          (201) 491-9500
                                 


                                   June 7, 1996




Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  National Fuel Gas Company
          Application-Declaration on Form U-1
          (File No. 70-8841)

Ladies and Gentlemen:

     This opinion relates to the Application-Declaration (as so 
amended, the "Application-Declaration") heretofore filed by 
National Fuel Gas Company (the "Company") under the Public Utility 
Holding Company Act of 1935, as amended, seeking authorization to 
implement the shareholder rights plan described in the 
Application-Declaration (the "Plan") and in the draft form of 
Rights Agreement appended thereto as Exhibit A-3 (the "Rights 
Agreement"), and, in particular, authorization to:

     (i)     Distribute to the existing holders of its common 
stock, $1.00 par value per share (the "Common Stock"), by way of 
dividends, the rights described in the Application-Declaration and 
the Rights Agreement (the "Rights");

     (ii)    Issue the Rights in conjunction with future issuances 
of shares of Common Stock during the term of the Plan; and

     (iii)   Implement the Plan in accordance with the terms and 
provisions of the Rights Agreement, including, without limitation, 
(a) issuing and selling shares of Common Stock or other Company 
securities, or transferring other Company assets, upon the 
exercise of, or in exchange for, the Rights, and (b) exercising 
the amendment and adjustment rights granted to the Company by the 
terms of the Rights Agreement.

     In this connection, we have examined the Restated Certificate 
of Incorporation and By-laws of the Company, each as amended to 
date, the Rights Agreement, the description of the Plan in the 
Application-Declaration, and such other documents, certificates 
and corporate records and such questions of law as we have deemed 
necessary for the purposes of this opinion.

     Based upon the foregoing, we are of the opinion that:

     (1)  The Company is a corporation duly organized and validly 
existing under the laws of the State of New Jersey.

     (2)  If (i) the proposed transactions are consummated in 
accordance with the Application-Declaration, the order or orders 
of the Securities and Exchange Commission thereon, and the Rights 
Agreement, (ii) the Common Stock or other Company securities to be 
issued in accordance with the terms of the Plan upon the exercise 
of, or in exchange for, the Rights are duly registered under the 
Securities Act of 1933, as amended, and the registration statement 
of the Company with respect thereto is duly filed and becomes 
effective, (iii) the Board of Directors of the Company, or a duly 
appointed committee thereof, shall have (a) duly fixed a record 
date for the dividend distribution of the Rights, (b) duly adopted 
the Plan and duly authorized its implementation, and (c) duly 
approved the final form of the Rights Agreement and duly 
authorized its execution, delivery and performance by the Company, 
including, without limitation, the issuance and sale of shares of 
Common Stock or other Company securities, or the transfer of 
assets, in the circumstances therein provided, (iv) the Rights 
Agreement shall have been duly executed and delivered by the 
parties thereto, (v) the certificates representing shares of 
Common Stock issued pursuant to the terms of the Plan shall have 
been duly executed, countersigned, registered and delivered 
pursuant to the terms of, and for the consideration prescribed by, 
the Plan, and (vi) in exercising the rights of the Company under 
the Plan, including, in particular, the redemption rights granted 
thereunder, the directors of the Company shall have acted in good 
faith and in a manner consistent with their fiduciary duties to 
the Company and its shareholders:

     (A)  All laws of the State of New Jersey that we consider 
applicable to the proposed transactions will have been complied 
with and the Plan will be legal, valid and within the corporate 
powers of the Company under applicable New Jersey law;

     (B)  The Rights created by, and issued pursuant to, the Plan 
will be validly issued under New Jersey law;

     (C)  The holders of Rights issued pursuant to the Plan will 
be entitled to the rights and privileges, and subject to the 
conditions and limitations, pertaining thereto, as set forth in 
the Rights Agreement;

     (D)  Any shares of Common Stock issued pursuant to the Plan 
will be validly issued, fully paid and nonassessable;

     (E)  The holders of shares of Common Stock issued pursuant to 
the Plan will be entitled to the rights and privileges pertaining 
thereto, as set forth in the Restated Certificate of Incorporation 
of the Company, as amended; and

     (F)  The legal rights of the holders of any securities issued 
by the Company will not have been violated.

     We do not express any opinion herein concerning the 
applicability of (i) state securities or "blue sky" laws (other 
than the New Jersey Uniform Securities Law, as amended) to the 
proposed distribution of Rights under the Plan, or (ii) state 
securities or "blue sky" laws (including, without limitation, the 
New Jersey Uniform Securities Law, as amended) to the proposed 
issuance of shares of Common Stock or other Company securities 
upon the exercise of, or in exchange for, the Rights.

     In rendering the opinions expressed in paragraph 2, we have 
assumed (a) that there are not and, during the terms of the Plan, 
will not be any shares of Company preferred stock outstanding, (b) 
that if Company securities, other than Common Stock, are issued 
upon the exercise of, or in exchange for, the Rights and those 
securities represent indebtedness of the Company, such 
indebtedness will not be secured by liens on any property or 
assets of the Company, and (c) that in connection with any 
redemption of the Rights or any transfer of Company assets (other 
than Common Stock or other Company securities) upon the exercise 
of, or in exchange for, the Rights, such transactions will be in 
compliance with the requirements of Section 6.07 of that certain 
Indenture, dated as of October 15, 1974, between the Company and 
The Bank of New York, as Trustee, as amended and supplemented.

     We consent to the use of this opinion as an exhibit to the 
Application-Declaration.

                                   Very truly yours,

                                   /s/Stryker, Tams & Dill

                                   STRYKER, TAMS & DILL