U-1/A

                                                   File No. 70-9175

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
             _________________________________________
                        AMENDMENT NO. 1 TO 
                              FORM U-1
                     APPLICATION - DECLARATION
                             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          National Fuel Gas Supply
10 Lafayette Square                 Corporation
Buffalo, New York  14203           10 Lafayette Square
                                   Buffalo, New York  14203

Name of Top Registered Holding Company:  NATIONAL FUEL GAS COMPANY

Names and Addresses of Agents for Service:

J. P. Pawlowski, Secretary         J. R. Peterson, Assistant
National Fuel Gas Supply            Secretary
  Corporation                      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:

                     D. W. Reitz
                     Assistant General Counsel
                     National Fuel Gas Supply Corporation
                     10 Lafayette Square, Suite 1500
                     Buffalo, New York  14203


The Form U-1 previously filed in this matter is amended and restated 
as follows:

Item 1.  Description of Proposed Transactions.

     National Fuel Gas Company ("National") is a public utility 
holding company registered under the Public Utility Holding Company 
Act of 1935, as amended ("Act").  Joining in this application is 
National Fuel Gas Supply Corporation ("Supply"), a wholly-owned 
subsidiary of National engaged in the interstate transportation and 
storage of natural gas subject to the jurisdiction of the Federal 
Energy Regulatory Commission.  National and its subsidiaries are 
collectively referred to herein as the "National Fuel Gas System."  
In addition to Supply, National Fuel's subsidiaries consist of 
National Fuel Gas Distribution Corporation ("Distribution"), Seneca 
Resources Corporation, Utility Constructors, Inc., Leidy Hub, Inc., 
Horizon Energy Development, Inc., Data-Track Account Services, Inc., 
National Fuel Resources, Inc., Highland Land & Minerals, Inc., 
Niagara Energy Trading Inc., Niagara Independence Marketing Company, 
and Seneca Independence Pipeline Company.  Distribution is the only 
utility subsidiary of National.  Distribution sells natural gas and 
provides natural gas transportation services through a local 
distribution system located in an area in western New York and 
northwestern Pennsylvania that includes Buffalo, Niagara Falls and 
Jamestown, New York, and Erie and Sharon, Pennsylvania.  Neither 
National nor any of its subsidiaries currently has an ownership 
interest in an EWG or a FUCO as defined in Sections 32 and 33 of the 
Act.   
 
     Cunningham Natural Gas Corporation ("Cunningham") is a New York 
corporation with a principal business address of 165 Kennedy Street, 
Bradford, Pennsylvania 16701.  Cunningham operates two natural gas 
wells, one in Allegany County, New York,  and the other in Potter 
County, Pennsylvania, and a number of shallow oil wells in 
Pennsylvania.  

     On October 8, 1997, Supply and Cunningham entered into an Asset 
Purchase and Reorganization Agreement (the "Agreement"), under which 
Supply, subject to certain conditions including Securities and 
Exchange Commission ("Commission") approval of this 
application-declaration, will acquire substantially all the assets 
of Cunningham in exchange for registered shares of common voting 
stock, $1 par value, of National, in a manner intended to qualify 
for non-recognition of gain or loss pursuant to Section 368 of the 
Internal Revenue Code (the "Exchange").

     Pursuant to the Agreement, Supply would acquire all of 
Cunningham's assets in the Exchange, with the exception of the 
excluded assets identified below.  The assets to be acquired by 
Supply ("the Assets") include the following:

     (1)   Cunningham's two natural gas wells, and related 
pipelines, equipment, vehicles, leases, sales agreements and other 
property used in the production of natural gas;

     (2)   Cunningham's cash, cash equivalents and receivables, 
except as identified below;

     (3)   Approximately 640 acres of undeveloped timber property in 
Allegany County, New York; and

     (4)   Any marketable securities that remain in Cunningham's 
accounts with two investment brokers at the time the Exchange is 
consummated (the "Closing").  (One account is with Salomon Smith 
Barney, and the other is with Edward Jones.  At this time, these 
accounts consist entirely of money funds and certificates of 
deposit.)  

     The following assets of Cunningham will be excluded from the 
Exchange:

     (1)   Cunningham's oil wells and any equipment or other 
property used by Cunningham in the production and sale of oil, which 
will be sold to one or more other parties in separate transactions;

     (2)   an amount of cash or cash equivalents (not to exceed 
$300,000) retained by Cunningham to pay deferred compensation 
obligations predating the Agreement; and

     (3)   two pickup trucks and one brine truck, which will be sold 
to one or more other parties in separate transactions.

     In exchange for the Assets, Supply will deliver registered 
shares of common stock of National ("the Shares") to Cunningham 
having an aggregate market value ("the Consideration"), as of the 
end of the last business day immediately preceding the Closing ("the 
Valuation Date"), equal to the sum of the following:

     (1)   the cash and cash equivalents to be transferred to Supply;

     (2)   the market value as of the Valuation date of any 
securities to be transferred to Supply (although it is expected that 
no such securities will be transferred); 
 
     (3)   the unpaid balance of Cunningham's receivables from its 
gas sales customer;

     (4)   the fair market value of the real property owned by 
Cunningham, according to appraisals to be commissioned by Supply and 
Cunningham; and 

     (5)   an agreed-upon amount of additional consideration.

     Applicants have estimated that the Consideration will be 
approximately $3,158,000.  If, as assumed by the pro forma financial 
statements included with this filing, the Exchange had been 
consummated on November 30, 1997, the Shares would have consisted of 
67,641 Shares, which is less than 2/10 of 1% of the 38,280,699 
Shares issued and outstanding (as of March 17, 1998), and the market 
value of the Shares ($3,158,000) would also have amounted to a small 
fraction of 1% of the total assets of National and its subsidiaries, 
which totaled $2,350,588,000 as of November 30, 1998.

     The Shares  to be exchanged for Cunningham's assets will be 
registered with the Commission under the Securities Act of 1933, 
issued in compliance with any applicable state Blue Sky Laws, and 
listed on the New York Stock Exchange.  The Shares shall be 
exchanged without preference over any outstanding common stock of 
National as to dividends or distribution,  and shall have equal 
voting rights with all such outstanding common stock.  

     In order to effectuate the Exchange, National will issue the 
Shares to Supply, and Supply will, in turn, pay National an amount 
equal to the Consideration for the Shares.  (Footnote #1)  Supply 
will then exchange the Shares for the Assets.

_______________
(Footnote #1)  Supply plans to finance this payment to National 
through borrowings from the National Fuel Gas System money pool.  
See Holding Co. Act Release No. 26443 (December 28, 1995); File No. 
70-8729. 
_______________

     The Agreement also contemplates that, following the Exchange, 
Cunningham would wind up its affairs pursuant to a plan of 
liquidation, under which its shareholders would receive the Shares 
in exchange for their Cunningham common stock. 

     The acquisition of Cunningham's natural gas properties is 
expected to improve operations of Supply's underground natural gas 
storage facilities in Allegany and Steuben Counties, New York.

     This application-declaration is being submitted pursuant to 
Sections 6(a), 7, 9(a) and 10 of the Act.  With respect to 
acquisition authorization under Sections 9(a) and 10, Section 2(b) 
of the Gas Related Activities Act of 1990, 15 U.S.C.  79k (Law 
Co-op. 1993) provides that the functional relationship requirement 
of Section 11 of the Act will be deemed satisfied if the Commission 
determines that 

          "(1) . . . such acquisition is in the 
     interest of consumers of each gas utility company 
     of [the] registered company or consumers of any 
     other subsidiary of such registered company; and 

          (2) . . . such acquisition will not be 
     detrimental to the interests of consumers of any 
     such gas utility company or other subsidiary or to 
     the proper functioning of the registered holding 
     company system."

The Exchange is in the interest of Supply's direct and indirect 
transportation and storage customers, including Distribution, 
National's public utility subsidiary and its customers, because the 
Exchange is expected to result in improved performance and greater 
utilization of Supply's storage fields in Allegany and Steuben 
Counties.  Distribution purchases firm storage services from Supply 
and relies upon the capacity and deliverability of Supply's storage 
fields to meet its winter heating requirements.  In addition, the 
Exchange will be in no way detrimental to such customers, the public 
interest, investors, or the proper functioning of the National Fuel 
Gas System.  

     While it does not appear that Supply's acquisition of 
Cunningham's assets will be exempt under Rule 58 because it does not 
involve the acquisition of securities, approval of this asset 
acquisition would be fully consistent with the Commission's purpose 
in issuing Rule 58; i.e., "to facilitate investments by registered 
holding companies in energy-related and gas-related companies."  
(Footnote #2)  As a producer of natural gas, Cunningham falls within 
the definition of "gas-related company."

_______________
(Footnote #2)  Holding Co. Act Release No. 26667 (February 14, 
1997), 62 FR 7900 at 7902 (February 20, 1997).
_______________

     With respect to stock issuance authorization under Sections 
6(a) and 7 of the Act, Section 7(d)(3) provides that a declaration 
shall not become effective if financing by the issue or sale of the 
particular security is not necessary or appropriate to the 
economical and efficient operation of a business in which applicant 
lawfully is engaged or has an interest.  As shown by the discussion 
above, issuance of the Shares is necessary or appropriate to the 
economical and efficient operation of Supply's business, and will 
satisfy this and all other requirements of Section 7 of the Act.   

Item 2.  Fees, Commissions and Expenses

     Registration Fees (Estimated)            $932
       
     Expenses of Counsel and 
       Auditors  for National (Estimated)   $5,000

     Fees and Expenses of Counsel          $40,000
       for Supply (Estimated)

     Appraisal Fees  (Estimated)           $10,000

     Misc. Expenses (Estimated)             $1,000


Item 3.  Applicable Statutory Provisions  

     Sections 6(a), 7, 9(a), and 10 of the Act, and Rules 23, 24, 
and 43 are considered or may be applicable to the proposed 
transactions.

     Sections 6(a) and 7 of the Act and Rule 43 will apply to the 
issuance of the Shares by National.

     Sections 9(a) and 10 may apply to Supply's acquisition of 
Cunningham's assets.  In addition, these sections would apply to the 
acquisition by Supply of any marketable securities that remain in 
Cunningham's investment accounts on the date of the closing, to the 
extent such acquisition would not be exempt under Rule 40.

     The Gas Related Activities Act would be applicable to any 
aspect of the Exchange that is subject to Sections 9(a) and 10.  

     To the extent that any aspect of the Exchange is considered by 
the Commission to require authorization, approval or exemption under 
any section of the Act or provision of the rules or regulations 
other than those specifically referred to herein, request for such 
authorization, approval or exemption is hereby made.

Item 4.  Regulatory Approval 

     No consent or approval of any federal commission (other than 
the Commission under the Act and the Securities Act of 1933) is 
required with respect to the transactions proposed herein.  By 
agreement of the parties, Cunningham's obligation to consummate the 
Exchange is contingent upon its receipt of a ruling from the 
Internal Revenue Service that the Exchange will qualify as a 
tax-free reorganization pursuant to Section 368(a)(1)(C) of the 
Internal Revenue Code of 1986, as amended.  On February 3, 1998, 
Cunningham submitted a request to the Internal Revenue Service 
seeking such ruling.     

     These transactions concern the acquisition of one natural gas 
well permitted by the New York State Department of Environmental 
Conservation, and one permitted by the Pennsylvania Department of 
Environmental Protection.  The only state commission approvals 
necessary in regard to the proposed transactions are that each of 
these environmental agencies must approve the transfer of the well 
permits related to the wells located in their respective 
jurisdictions.  There are no approvals necessary from any state 
commissions that regulate public utilities.

Item 5.  Procedure

     The Commission is requested to issue an order permitting the 
declaration to become effective as soon as practicable so that the 
Exchange may be consummated on or before June 1, 1998.   The 
Agreement provides that the Exchange is contingent upon a closing 
occurring on or before June 1, 1998.  There is a possibility that 
the Exchange will not be consummated if it does not close by that 
time.
     
     Applicant-Declarants respectfully request that the Commission's 
Order herein be entered pursuant to the provisions of Rule 23.  If a 
hearing is ordered, Applicant-Declarants waive a recommended 
decision by a Hearing Officer, or any other responsible officer of 
the Commission, agree that the Division of Investment Management may 
assist in the preparation of the Commission's decision and request 
that there be no waiting period between the issuance of the 
Commission's Order and the date on which it becomes effective. 

     Applicant-Declarants hereby request that certain information 
contained in the Exhibits hereto, as indicated in the index of 
Exhibits (the "Information") be kept confidential pursuant to Rule 
104(b) [17 CFR Section 250.104(b)].
     
     Public disclosure of the Information is not necessary or 
appropriate in the public interest or for the protection of 
investors or consumers.  The Information describes the consideration 
to be paid to Cunningham for its gas production properties and the 
effect of the Exchange on the financial statements of National, 
Supply, and the National Fuel Gas System.  As disclosed above, this 
consideration is only one component of a total consideration that 
represents a small fraction of 1% of both National's issued and 
outstanding shares and the assets of the National Fuel Gas System, 
too small an amount to be material to investors or consumers.  The 
Agreement was the product of confidential negotiations concerning 
the settlement of pending litigation between the parties.  Public 
disclosure of this consideration may prejudice either or both 
parties in the litigation if the Exchange is not consummated due to 
unsatisfied closing conditions.  In addition, Supply may be 
prejudiced if its competitors are able to learn the value it places 
on the gas production properties to be acquired before the closing 
occurs.   

Item 6.  Exhibits and Financial Statements

     The following exhibits and financial statements are filed as 
part of this application-declaration:

     (a)  Exhibits:

          A-1  Common Stock Shares to be issued by National (to be 
          filed by amendment).

          B-1  Asset Purchase and Reorganization Agreement between 
          Supply and Cunningham.  THIS AGREEMENT IS SUBJECT TO A 
          REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 104(b).
          
          C-1  Form S-4 Registration Statement under the Securities 
          Act of 1933 regarding the issuance of the Shares by 
          National (to be filed by amendment).
          
          D-1  Request by Cunningham for a ruling by the Internal 
          Revenue Service that the Exchange qualifies as a tax-free 
          reorganization under Section 368(a)(1)(C) of the Internal 
          Revenue Code of 1986.  THIS EXHIBIT IS SUBJECT TO A 
          REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 104(b).
          
          E-1  Map showing generally the location of the natural gas 
          production properties to be acquired in relation to the 
          facilities of Supply. THIS EXHIBIT IS SUBJECT TO A REQUEST 
          FOR CONFIDENTIAL TREATMENT UNDER RULE 104(b).
          
          F-1  Opinion of New Jersey counsel for National (to be 
          filed by amendment).
          
          F-2  Opinion of Pennsylvania counsel for Supply (to be 
          filed by amendment).
          
          G-1  Financial Data Schedules.  THIS EXHIBIT IS SUBJECT TO 
          A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 104(b).
          
          H-1  Proposed form of public notice (designated as Exhibit 
          EX-99 for Edgar purposes).
          
          I-1  The discussion of consideration originally appearing 
          as Exhibit I-1 is hereby withdrawn.
          
     (b)  Financial Statements
               
          S-1  Pro forma consolidated financial statements for 
          National Fuel Gas Company and adjusting journal entries. 
          THIS EXHIBIT IS SUBJECT TO A REQUEST FOR CONFIDENTIAL 
          TREATMENT UNDER RULE 104(b).
               
          S-2  Pro forma financial statements for National Fuel Gas 
          Company and adjusting journal entries. THIS EXHIBIT IS 
          SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 
          104(b).

          S-3  Pro forma financial statements for National Fuel Gas 
          Supply Corporation and adjusting journal entries.  THIS 
          EXHIBIT IS SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT 
          UNDER RULE 104(b).
               
          S-4  Notes to consolidated financial statements of 
          National Fuel Gas Company. THIS EXHIBIT IS SUBJECT TO A 
          REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 104(b).   
               

Item 7.  Information as to Environmental Effects

     The proposed transactions involve the change in ownership of 
existing properties and therefore involve no major action which will 
significantly affect the quality of the human environment.  No 
federal agency has prepared or is preparing an environmental impact 
statement with respect to the transactions proposed in this 
application-declaration.   


                             SIGNATURES

     Pursuant to the requirements of the Public Utility Holding 
Company Act of 1935, the undersigned companies have duly caused this 
Statement to be signed on their behalf by the undersigned thereunto 
duly authorized.


Dated:  March 18, 1998                  NATIONAL FUEL GAS COMPANY



                                   By:  /s/James R. Peterson
                                        James R. Peterson 
                                        Assistant Secretary


                                   NATIONAL FUEL GAS SUPPLY 
                                      CORPORATION



                                   By:  /s/ John R. Pustulka
                                        John R. Pustulka
                                        Vice President

EX-99

Exhibit H-1 (Designated as EX-99 for EDGAR purposes)



                   PROPOSED FORM OF PUBLIC NOTICE

      National Fuel Gas Company ("National"), a registered holding 
company, and its wholly-owned non-utility subsidiary, National Fuel 
Gas Supply Corporation ("Supply"), both located at 10 Lafayette 
Square, Buffalo, New York 14203, have filed an 
application-declaration under sections 6(a), 7, 9(a) and 10 of the 
Public Utility Holding Company Act and Rule 43 thereunder.

      National and Supply propose a transaction whereby Supply would 
acquire substantially all the assets of Cunningham Natural Gas 
Corporation ("Cunningham") in exchange for registered shares of 
National's common voting stock, $1 par value ("Shares"), in a manner 
intended to qualify the exchange for non-recognition of gain or loss 
under Section 368 of the Internal Revenue Code.  The proposed 
transaction is set forth in an Asset Purchase and Reorganization 
Agreement between Supply and Cunningham ("Agreement").  Cunningham is 
engaged in the business of producing natural gas in Western New York 
State and Northern Pennsylvania.  Cunningham also operates various 
oil wells in Northern Pennsylvania, which will not be acquired by 
Supply in the exchange.  

      Under the Agreement, Supply will exchange Shares for (1) 
Cunningham's two natural gas wells, and related pipelines, equipment, 
vehicles, leases, sales agreements and other property used in the 
production of natural gas; (2) cash, cash equivalents and 
receivables, (3) approximately 640 acres of undeveloped timber 
property in Allegany County, New York; and (4) any marketable 
securities that remain in Cunningham's investments accounts at the 
time of the closing.  The number of Shares exchanged will be less 
than 0.2% of the number of issued and outstanding shares of 
National's common stock.  
      
      In order to effectuate the exchange, National will issue an 
equal number of Shares to Supply.  Supply, in turn, will pay National 
the issue date market value of the Shares.  Supply will then exchange 
the Shares for Cunningham's assets.