SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)*

Under the Securities Exchange Act of 1934

NATIONAL FUEL GAS COMPANY

(Name of Issuer)

Common Stock, par value $1 per share

(Title of Class of Securities)

636180101

(CUSIP Number)

Steven B. Klinsky

New Mountain Vantage, L.P.

787 Seventh Avenue, 49^th Floor

New York, NY  10019

(212) 720-0300

Copies to:

Paul Reinstein

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY  10004-1980

(212) 859-8000

 (Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

September 11, 2007

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [   ]

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D 

 CUSIP No. 636180101 Page 2 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Vantage GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                                 (a) ý                                                    (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                                                                 60;                                   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 5,310,700
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 5,310,700

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,310,700
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                                o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D 

 CUSIP No. 636180101 Page 3 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Vantage, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                            (a) ý               &# 160;                    (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 904,800
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 904,800

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 904,800
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                                  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D 

 CUSIP No. 636180101 Page 4 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Vantage (California), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                                             (a) ý               &# 160;                    (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                                                                 60;                                     o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 909,100
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 909,100

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 909,100
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                                o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D 

 CUSIP No. 636180101 Page 5 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Vantage (Texas), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                                             (a) ý               &# 160;                    (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                                                                 60;                                   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 819,800
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 819,800

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 819,800
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                              o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D 

 CUSIP No. 636180101 Page 6 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Vantage Advisers, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                                             (a) ý               &# 160;                    (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                                                                 60;                                     o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 4,828,100
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 4,828,100

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,828,100
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                                o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D 

 CUSIP No. 636180101 Page 7 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Vantage (Cayman) Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                                             (a) ý               &# 160;           (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 2,194,400
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 2,194,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,194,400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                                 o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6%
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D 

 CUSIP No. 636180101 Page 8 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Vantage HoldCo Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                                             (a) ý               &# 160;                    (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 2,194,400
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 2,194,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,194,400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                                 o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6%
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D 

 CUSIP No. 636180101 Page 9 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven B. Klinsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                                             (a) ý               &# 160;                    (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                                                                 60;                                    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 7,505,100
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 7,505,100

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,505,100
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                             o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0%
14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D 

 CUSIP No. 636180101 Page 10 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NMV Special Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                                               (a) ý               &# 160;                                                                                  (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                                                                 60;                                       o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 2,677,000
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 2,677,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,677,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                                 o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D 

 CUSIP No. 636180101 Page 11 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON California Public Employees' Retirement System
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                                        (a) ý               &# 160;                   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                                                                 60;                               o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES	7	SOLE VOTING POWER 601,246
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 2,677,000
EACH REPORTING	9	SOLE DISPOSITIVE POWER 601,246
PERSON WITH	10	SHARED DISPOSITIVE POWER 2,677,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,278,246
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                           o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%
14	TYPE OF REPORTING PERSON EP

This Amendment No. 3, filed by New Mountain Vantage GP, L.L.C., a Delaware limited liability company (“Vantage GP”), New Mountain Vantage, L.P., a Delaware limited partnership (“NMV”), New Mountain Vantage (California), L.P., a Delaware limited partnership (“NMVC”), New Mountain Vantage (Texas), L.P., a Delaware limited partnership (“NMVT”), New Mountain Vantage Advisers, L.L.C., a Delaware limited liability company (“NMV Advisers”), New Mountain Vantage (Cayman) Ltd., a Cayman Islands exempt limited company (“NMV Offshore”), New Mountain Vantage HoldCo Ltd., a Cayman Islands exempt limited company (“NMV Offshore HoldCo”), Mr. Steven B. Klinsky (collectively, the “NMV Entities”), NMV Special Holdings, LLC, a Delaware limited liability company (“NMVSH”), and the California Public Employees’ Retirement System, a unit of the California State and Consumer Services Agency charged with oversight of the Public Employees’ Retirement Fund (“CalPERS”), (NMV Entities, NMVSH and CalPERS, collectively, the “Reporting Persons”), amends and supplements the Schedule 13D (the “Schedule 13D”) filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on October 30, 2006, as amended, relating to the common stock, par value $1 per share (“Common Stock”), of National Fuel Gas Company, a New Jersey corporation (the “Issuer”).   NMV, NMVC, NMVT, NMV Offshore HoldCo, NMVSH and CalPERS are referred to together as the “Purchasers.”¹

_____________________

1 Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.

ITEM 3.                      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended and restated in its entirety as follows:

The aggregate purchase price of the 8,106,346 shares of Common Stock owned by the Purchasers is $290,741,916.97, including brokerage commissions.  The shares of Common Stock owned by the Purchasers were acquired with working capital.

ITEM 4.                      PURPOSE OF TRANSACTION

Item 4 is hereby amended by adding the following paragraphs to the end thereof:

On September 7, 2007, representatives of the Reporting Persons discussed various recommendations of the Reporting Persons relating to the Issuer’s Appalachian oil and gas assets, its strategic focus and governance issues with Philip C. Ackerman, Chairman of the Board of Directors and Chief Executive Officer of the Issuer, David F. Smith, President and Chief Operating Officer of the Issuer, and Ronald J. Tanski, Treasurer of the Issuer.  Following that discussion, the Reporting Persons sent a letter, a copy of which is attached as Exhibit 99.4, to the Board of Directors of the Issuer reviewing those recommendations and urging swift action on the recommendations.

The Reporting Persons intend to continue to have discussions with the Issuer’s management, Board of Directors, stockholders and others relating to the recommendations the Reporting Persons have made and any other recommendations or proposals they may make in the future.

ITEM 5.                      INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated in its entirety as follows:

(a).  The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 83,549,949 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of July 31, 2007 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, as filed with the Securities and Exchange Commission on August 3, 2007.

As of the close of business on September 11, 2007, as described below, the Reporting Persons may be deemed to beneficially own an aggregate of 8,106,346 shares of Common Stock representing, in the aggregate, approximately 9.7% of the issued and outstanding shares of Common Stock.

As of the close of business on September 11, 2007, Mr. Klinsky may be deemed to beneficially own an aggregate of 7,505,100 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVT, NMV Offshore and NMVSH representing, in the aggregate, approximately 9.0% of the issued and outstanding shares of Common Stock.  Mr. Klinsky disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVT, NMV Offshore and NMVSH, to the extent that partnership interests or limited liability company interests in NMV, NMVC, NMVT, NMV Offshore and NMVSH are held by persons other than Mr. Klinsky.

As of the close of business on September 11, 2007, NMV Advisers may be deemed to beneficially own an aggregate of 4,828,100 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVT and NMV Offshore representing, in the aggregate, approximately 5.8% of the issued and outstanding shares of Common Stock.  NMV Advisers disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVT and NMV Offshore, to the extent that partnership interests in NMV, NMVC, NMVT and NMV Offshore are held by persons other than NMV Advisers.

As of the close of business on September 11, 2007, Vantage GP may be deemed to beneficially own an aggregate of 5,310,700 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVT and NMVSH representing, in the aggregate, approximately 6.4% of the issued and outstanding shares of Common Stock.  Vantage GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVT and NMVSH to the extent that partnership interests or limited liability company interests in NMV, NMVC, NMVT and NMVSH are held by persons other than Vantage GP.

As of the close of business on September 11, 2007, NMV Offshore may be deemed to beneficially own an aggregate of 2,194,400 shares of Common Stock that may be deemed to be beneficially owned by NMV Offshore HoldCo, representing approximately 2.6% of the issued and outstanding shares of Common Stock.

As of the close of business on September 11, 2007, (i) NMV may be deemed to beneficially own an aggregate of 904,800 shares of Common Stock, representing approximately 1.1% of the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to beneficially own an aggregate of 909,100 shares of Common Stock, representing approximately 1.1% of the issued and outstanding shares of Common Stock, (iii) NMVT may be deemed to beneficially own an aggregate of 819,800 shares of Common Stock, representing approximately 1.0% of the issued and outstanding shares of Common Stock and (iv) NMV Offshore HoldCo may be deemed to beneficially own an aggregate of 2,194,400 shares of Common Stock, representing approximately 2.6% of the issued and outstanding shares of Common Stock.

As of the close of business on September 11, 2007, NMVSH may be deemed to beneficially own an aggregate of 2,677,000 shares of Common Stock, representing approximately 3.2% of the issued and outstanding shares of Common Stock.

As of the close of business on September 11, 2007, CalPERS may be deemed to beneficially own an aggregate of 3,278,246 shares of Common Stock that may be deemed to be beneficially owned by NMVSH and by CalPERS, representing approximately 3.9% of the issued and outstanding shares of Common Stock.  CalPERS disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMVSH to the extent that membership interests in NMVSH are held by persons other than CalPERS.

In addition to the foregoing, Mr. F. Fox Benton III, who has entered into a consulting agreement with New Mountain as discussed in Item 6, is the President, director and a shareholder of Moreno Energy, Inc., a Texas Corporation (“Moreno Energy”).  Mr. Benton has advised the Reporting Persons that Moreno Energy may be deemed to beneficially own, as of June 29, 2007, an aggregate of 10,000 shares of Common Stock, representing less than .01% of the issued and outstanding shares of Common Stock and that Mr. Benton may be deemed to beneficially own all of the shares of Common Stock that may be deemed to be beneficially owned by Moreno Energy.  Moreno Energy is an energy investment company engaged principally in the business of owning direct interests in oil and gas properties and both private and public securities of energy companies.  The principal business address of Moreno Energy is 8818 Stable Crest Blvd., Houston, TX 77024.  No agreement or understanding exists between Mr. Benton or Moreno Energy, on the one hand, and any of the Reporting Persons, on the other hand, with respect to the disposition or the power to vote any of the shares of Common Stock that may be deemed to be beneficially owned by Moreno Energy or Mr. Benton or with respect to the acquisition by Mr. Benton or Moreno Energy of any additional shares of Common Stock.

(b).  Except as set forth below, each Reporting Person may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock that the Reporting Person may be deemed to beneficially own as described above.  CalPERS may be deemed to have the sole power to vote or direct the vote and to dispose or to direct the disposition of the 601,246 shares of Common Stock that CalPERS owns directly.

(c).  Schedule A annexed hereto lists all transactions in the shares of Common Stock during the past sixty days by the Reporting Persons.

(d).  No person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that may be deemed to be beneficially owned by any Reporting Person.

(e).   Not applicable.

ITEM 7.                      MATERIAL TO BE FILED AS EXHIBITS

99.4           Letter from the Reporting Persons to the Board of the Directors of the Issuer, dated as of September 11, 2007

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  September 12, 2007

NEW MOUNTAIN VANTAGE GP, L.L.C.
By:	/s/ Steven B. Klinsky
	Steven B. Klinsky
	Managing Member

NEW MOUNTAIN VANTAGE, L.P. By:New Mountain Vantage GP, L.L.C.,        its general partner
By:	/s/ Steven B. Klinsky
	Steven B. Klinsky
	Managing Member
NEW MOUNTAIN VANTAGE           (CALIFORNIA), L.P. By:New Mountain Vantage GP, L.L.C.,         its general partner
By:	/s/ Steven B. Klinsky
	Steven B. Klinsky
	Managing Member

NEW MOUNTAIN VANTAGE (TEXAS), L.P. By:New Mountain Vantage GP, L.L.C.,         its general partner
By:	/s/ Steven B. Klinsky
	Steven B. Klinsky
	Managing Member

NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
By:	/s/ Steven B. Klinsky
	Steven B. Klinsky
	Managing Member

NEW MOUNTAIN VANTAGE (CAYMAN) LTD.
By:	/s/ Steven B. Klinsky
	Steven B. Klinsky
	Director

NEW MOUNTAIN VANTAGE HOLDCO LTD.

By: /s/ Steven B. Klinsky

Steven B. Klinsky

Director

/s/ Steven B. Klinsky                           

Steven B. Klinsky

NMV SPECIAL HOLDINGS, L.L.C. By:New Mountain Vantage GP, L.L.C.,        its managing member
By:	/s/ Steven B. Klinsky
	Steven B. Klinsky
	Managing Member
California Public Employees' Retirement System /s/ Christianna Wood                               _     By:Christianna Wood     Title: Senior Investment Officer

SCHEDULE A

TRANSACTIONS IN THE PAST SIXTY DAYS BY THE PURCHASERS

NMV

Date	Shares of Common Stock Purchased	Approximate Price per Share (inclusive of commissions)
8/6/2007	7,800	42.96
8/7/2007	7,600	43.54
8/9/2007	2,600	44.03
8/10/2007	10,300	43.82
8/13/2007	2,500	43.67
8/14/2007	4,900	43.67

NMVC

Date	Shares of Common Stock Purchased	Approximate Price per Share (inclusive of commissions)
8/6/2007	9,300	42.96
8/7/2007	9,100	43.54
8/9/2007	3,000	44.03
8/10/2007	12,300	43.82
8/13/2007	2,900	43.67
8/14/2007	5,800	43.67

NMVT

Date	Shares of Common Stock Purchased	Approximate Price per Share (inclusive of commissions)
8/2/2007	4,600	43.93
8/3/2007	2,100	43.99
8/6/2007	17,400	42.96
8/7/2007	17,000	43.54
8/9/2007	5,700	44.03
8/10/2007	23,000	43.82
8/13/2007	5,500	43.67
8/14/2007	10,800	43.67

NMV Offshore Holdco

Date	Shares of Common Stock Purchased	Approximate Price per Share (inclusive of commissions)
8/2/2007	75,600	43.93
8/3/2007	34,700	43.99
8/6/2007	48,200	42.96
8/7/2007	46,900	43.54
8/9/2007	15,700	44.03
8/10/2007	63,600	43.82
8/13/2007	15,200	43.67
8/14/2007	29,900	43.67

CalPERS

Date	Shares of Common Stock Purchased/Sold	Approximate Price per Share (inclusive of commissions)
8/14/2007	(1,600)	43.42
8/15/2007	(2,300)	42.94
8/17/2007	(1,900)	43.09
8/20/2007	(1,880)	42.85
8/29/2007	(200)	44.34
8/30/2007	(300)	44.15
8/31/2007	(300)	44.33

EX-99.4

Exhibit 99.4

NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.

7 8 7 SEVENTH AVENUE, 49TH FLOOR NEW YORK, NY 10019

T E L :   2 1 2 – 7 2 0 – 0 3 0 0     F A X :   2 1 2 – 5 8 2 – 2 2 7 7

Board of Directors

National Fuel Gas Company

6363 Main Street

Williamsville, NY  14221

September 11, 2007

Dear Sirs,

We (“Vantage”) are writing as the largest shareholder of National Fuel Gas Company (“NFG” or the “Company”), representing more than 8.1 million shares and more than 9.5% of the total shares outstanding.  Our partner in this position is the California Public Employees’ Retirement System (“CalPERS”), the nation’s largest pension plan investor, which represents over one million members and is a well established defender of long-term shareholder interests.

As you know, over the past twenty months, Vantage has performed extensive analytical work regarding NFG and particularly its exploration and production ("E&P") assets.  We have retained Schlumberger Data & Consulting Services as our advisor in this analysis, and we have consulted with operating and financial executives in the energy and utility industries. In addition, we have spoken with a number of E&P companies with operations in NFG’s Appalachian territory, and those discussions have substantiated our estimates of the potential value of NFG’s Appalachian acreage.

Our work has convinced us that NFG’s enterprise value would be substantially higher if the Company followed key steps to build its business, tighten its strategic focus, and improve its corporate governance.

Out of respect for management and the Board, for over a year, we have sought to communicate our views on this matter privately.  While management has in fact spoken favorably regarding several of our suggestions, few actions have been taken in response, and we are not satisfied with the pace of progress.

Accordingly, we are writing again so that the Board clearly understands what we have requested of the Company and with the expectation that management and the Board will move swiftly to take action to maximize the value of NFG for all shareholders.

A. Business Building

Recommendation 1. Develop and communicate a plan to maximize the value of NFG’s Appalachian E&P assets.

-      Fully disclose the “3-P” reserves in Appalachia, as estimated by Netherland Sewell, in accordance with Society of Petroleum Engineers guidelines and the disclosure practices of NFG’s E&P and integrated utility peers.

-      Develop and communicate to shareholders a “best in class” drilling program centered on the low risk Upper Devonian and Clinton Medina plays in Pennsylvania and New York, including an explanation of the project’s capital and operating costs, the expected reserve recoveries, and the project IRRs at various price decks.  This form of disclosure is also in keeping with the practices of NFG’s E&P and integrated utility peers.  Competitors of NFG who control smaller acreage positions in Appalachia are drilling as many as 600-800 Upper Devonian wells per annum at expected internal rates of return on the order of 20%.  Our analysis indicates that a similar drilling program properly executed on NFG's acreage could have a net present value in excess of $1 billion.

-      Disclose the full details of the Marcellus Shale joint venture with EOG Resources.  Develop and disclose a plan to accelerate the delineation and development of the Marcellus Shale to the maximum extent possible within the parameters of the Joint Venture.  Competitors of NFG who control smaller acreage positions in the Marcellus Shale fairway are devoting substantial financial and technical resources to evaluate the play.  Early results and public commentary from some competitors suggest that the Marcellus Shale may have substantially more value than the Upper Devonian.

-      Engage a top tier investment bank to evaluate the potential tax free separation of the Appalachian E&P assets to NFG’s shareholders, including in the form of a sponsored spin.  Management’s internal value creation plan and capabilities must be compared to the potential value to be created were NFG’s Appalachian assets managed and controlled by an operator with a focused E&P platform.  Based on our industry discussions, we believe there would be strong potential interest in a sponsored spin transaction or other tax free separation if the Company were open to such interest.

B. Strategic Focus

Recommendation 2. Retain a top tier investment bank to advise the Board on the Master Limited Partnership (“MLP”) structure; disclose the identity of the Board’s advisors and the expected timing of the Board’s conclusions.

As you know, many other operators in the pipeline and E&P industries have recently communicated their intentions to pursue potential MLP transactions.  On the August 3rd earnings call, management stated it was reviewing the use of MLP structures for all assets where the structure may apply.  However, we would like the Company to specify promptly which assets are being considered for an MLP and who is advising the Company on these potential transactions.  Once the analysis is completed, the conclusions should be immediately disclosed.

We believe the structure could apply to NFG's California E&P assets, its New York and Pennsylvania pipeline and storage assets and its Appalachian E&P assets as they are further proven and developed.  We believe an MLP execution could be materially accretive to NFG's value.  E&P MLPs currently trade at roughly 11x EBITDA and pipeline MLPs trade at roughly 14x EBITDA, as compared to a multiple of about 8x EBITDA for NFG overall today.  By our estimates an MLP of California E&P and the pipelines could add in excess of $800 million of shareholder value, not counting the Appalachian E&P assets. 

Recommendation 3. Retain a top tier investment bank to sell NFG’s miscellaneous non-core operations; use the proceeds for a special shareholder dividend or to repurchase shares.

We commend management for the recently completed sale of the non-strategic Canadian E&P assets.  We believe that NFG should also sell its high risk/low return Gulf of Mexico E&P portfolio, its timber and saw mill assets and its energy marketing and landfill gas operations.  We believe these non-strategic assets may be worth more to other acquirers than the value that is currently reflected in NFG’s market value, and the proceeds from the dispositions could be used for accretive share repurchases or a special dividend.

C. Corporate Governance

Recommendation 4. Eliminate the 10% poison pill and recommend shareholder approval of the elimination of NFG’s staggered board at the 2008 annual meeting.

We support the Board’s recent decision to amend the poison pill so that it cannot be triggered by Company share repurchases.  However, we believe best corporate governance practice would be to eliminate the poison pill entirely.  Similarly, we believe shareholders should be given the opportunity to vote on directors at every annual meeting.  We therefore request that the Board approve, and recommend to the shareholders at its next annual meeting, an amendment to its Certificate of Incorporation eliminating the Company’s staggered board.

We believe the initiatives outlined in this letter will unlock substantial value for all of NFG’s shareholders.   We expect that management and the Board will move promptly and diligently to advance these objectives.

Sincerely,

/s/ David M. DiDomenico

David M. DiDomenico
Managing Director

/s/ Mathew J. Lori            

Mathew J. Lori
Managing Director