(As filed October 12, 2000)
File No. 70-9525
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.

POST-EFFECTIVE AMENDMENT NO. 1
 on
FORM U-1 ("POS-AMC")
to
APPLICATION-DECLARATION
 under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

NATIONAL FUEL GAS COMPANY
 NATIONAL FUEL GAS SUPPLY CORPORATION
 10 Lafayette Square
Buffalo, New York 14203
NATIONAL FUEL RESOURCES, INC.
 165 Lawrence Bell Drive, Suite 120
Williamsville, New York 14221
SENECA RESOURCES CORPORATION
UPSTATE ENERGY INC.
 1201 Louisiana Street, Suite 400
Houston, Texas 77002
(Names of companies filing this statement
and addresses of principal executive offices)

NATIONAL FUEL GAS COMPANY
(Name of top registered holding company)

Philip C. Ackerman
President
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
(Name and address of agent for service)

The Commission is requested to send copies of all notices, orders and communications in connection with this Application or Declaration to:

James R. Peterson, Esq.            Robert J. Reger, Jr., Esq.
Assistant Secretary                Andrew F. MacDonald, Esq.
National Fuel Gas Company          Thelen Reid & Priest LLP
10 Lafayette Square                40 West 57th Street
Buffalo, New York 14203            New York, New York 10019	

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National Fuel Gas Company ("National"), and its principal gas-related non-utility subsidiaries, National Fuel Gas Supply Corporation ("Supply"), National Fuel Resources, Inc. ("Resources"), Seneca Resources Corporation ("Seneca") and Upstate Energy Inc. ("Upstate Energy") (collectively, "Applicants") hereby post-effectively amend their Application on Form U-1, docketed on SEC File No. 70-9525, as heretofore amended, as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
National is a public-utility holding company registered under the Public Utility Holding Company Act of 1935, as amended (the "Act"). Through its direct and indirect subsidiaries, National is engaged in all phases of the natural gas business, namely: exploration, production, purchasing, gathering, processing, transportation, storage, retail distribution and wholesale and retail marketing. National owns all of the issued and outstanding common stock of National Fuel Gas Distribution Corporation ("Distribution"), a gas-utility company that sells natural gas at retail and provides natural gas transportation services through a local distribution system to over 733,000 customers in western New York and northwestern Pennsylvania. Supply owns and operates an approximately 3,065 mile interstate natural gas transportation system as well as numerous natural gas storage areas. Seneca, directly and through subsidiaries, engages in exploration and development of natural gas and oil in the United States and Canada. Resources and Upstate Energy are energy marketers. National also indirectly holds a one-third general partnership interest in Independence Pipeline Company ("Independence Pipeline").
By order dated December 16, 1999 (HCAR No. 27144) (the "1999 Order"), the Commission authorized National, through Supply, Seneca, Resources and Upstate Energy (collectively, the "Non-Utility Subsidiaries") to acquire from time to time through December 31, 2003 (the "Authorization Period"), in one or more transactions, the equity and debt securities of one or more companies that are
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engaged in or are formed to engage in certain categories of non-utility gas-related operations in Canada ("Foreign Energy Affiliates"). The Commission authorized National and the Non-Utility Subsidiaries to invest up to $300 million in the securities of Foreign Energy Affiliates (the "Investment Limitation"). In addition, the Commission authorized Resources and Upstate Energy to engage directly in marketing and brokering and related activities in Canada. In the 1999 Order, the Commission reserved jurisdiction pending completion of the record over the conduct of any business activities by Foreign Energy Affiliates outside the United States and Canada.
Pursuant to the 1999 Order, Seneca formed National Fuel Exploration Corp. ("Exploration"), a wholly-owned Alberta corporation. In June 2000, Exploration completed the acquisition of Tri Link Resources, Ltd. ("Tri Link"), a Calgary, Alberta-based oil and gas exploration and production company. Tri Link was then amalgamated with Exploration pursuant to the provisions of the Alberta Business Corporation Act.
To date, National has invested $231.6 million in the activities of Exploration, its only Foreign Energy Affiliate. This investment is comprised of approximately $78.5 million in Exploration's common stock equity and approximately $153.1 million in long-term intercompany notes payable. Applicants now request that the Investment Limitation be increased to $800 million. In all other respects, the transaction heretofore authorizing the Commission in this docket would remain unchanged.
There are several reasons for this requested increase in the Investment Limitation. First, additional funds are required in connection with the development of Exploration's assets. In particular, Exploration now controls nearly 1.8 million undeveloped acres in Alberta, Saskatchewan and Manitoba, Canada. Exploration has adopted an exploration and development program for
4

fiscal year 2001 which will require additional funding from Seneca, and the development of these western Canadian assets is critical at this time of concern over the price and supply of natural gas and oil, especially in the eastern United States. Second, investment in Canada makes particular sense at this time. In particular, with the planned October 30, 2000 in service date for the Alliance Pipeline running from northeastern British Columbia and northwestern Alberta to Chicago, Illinois, the opportunity to efficiently transport western Canadian natural gas into the United States and, ultimately, to the National system should be greatly enhanced. Furthermore, the Independence Pipeline project in which National indirectly holds a one-third interest has received its Certificate of Public Convenience and Necessity from the Federal Energy Regulatory Commission. This proposed 370 mile natural gas pipeline from Defiance, Ohio to Leidy, Pennsylvania which currently has a planned in service date of November 1, 2002 should further enhance the transmission of western Canadian gas to the large eastern markets including the National system. Third, in addition Seneca's efforts to develop western Canadian gas and the promise offered by existing pipeline projects, Supply is currently investigating opportunities to construct additional pipeline facilities which would have a direct impact in the transportation of Canadian natural gas to the United States markets.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The fees and expenses to be incurred by applicants in connection with this Post-Effective Amendment are estimated not to exceed $10,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.

3.1 General.
Sections 9(a) and 10 of the Act are deemed applicable to the acquisition of the securities of or other interest in any Foreign Energy Affiliates. Rule 54 is
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also deemed applicable to the proposed transactions. Sections 2(a) and 2(b) of the Gas Related Activities Act of 1990 ("GRAA"), as applicable, would also apply to any direct or indirect investment in Foreign Energy Affiliates.
3.2 Rule 54 Analysis.
Rule 54 provides that, in determining whether to approve any transaction by a registered holding company that is unrelated to any "exempt wholesale generator" ("EWG") or "foreign utility company" ("FUCO"), the Commission shall not consider the effect of the capitalization or earnings of any EWG or FUCO on the holding company system if the requirements of Rule 53(a), (b) and (c) are met. National is currently in compliance with all requirements of Rule 53(a). Specifically, National's "aggregate investment" (as defined in Rule 53(a)(1)) in all EWGs and FUCOs is currently $141.0 million, or 27.2% of National's "consolidated retained earnings" (also as defined in Rule 53(a)(1)) as of June 30, 2000 ($518 million). National is in compliance with and will continue to comply with the requirements of Rule 53(a)(2), (a)(3) and (a)(4). Further, none of the conditions or circumstances described in Rule 53(b) has occurred or is continuing. Accordingly, Rule 53(c) is by its terms inapplicable.
ITEM 4. REGULATORY APPROVAL.
No State commission and no Federal commission, other than the Commission, has jurisdiction over any of the proposed transactions. Acquisitions undertaken in accordance with the Commission's order in this proceeding may, in some cases, be subject to pre-merger notification filings with various U.S. and/or foreign authorities. To the extent applicable, the applicants will comply with all such requirements before consummating any transaction.
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ITEM 5. PROCEDURE.
Applicants request that the Commission issue a notice of filing of this Application- Declaration as soon as practicable and that the Commission's order approving the transactions proposed herein be issued not later than December 1, 2000. If a hearing is ordered, applicants waive a recommended decision by a Hearing Officer, or any other responsible officer of the Commission, agree that the Division of Investment Management ("Division") may assist in the preparation of the Commission's decision, unless the Division opposes the matters proposed herein, and request that there be no waiting period between the issuance of the Commission's order and the date on which it becomes effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
The following exhibits and financial statements are made a part of this Application- Declaration:
(a) Exhibits
F Opinion of counsel. (Filed herewith).
G-1 Financial Data Schedule - per books. (Incorporated by reference to Exhibit 27 to the Quarterly Report of National and subsidiaries on Form 10-Q for the period ended June 30, 2000) (File No. 1-3880).
G-2 Financial Data Schedule - pro forma. (Inapplicable).
H Proposed form of Federal Register Notice (Filed herewith).
(b) Financial Statements
FS-1 Consolidated Balance Sheets of National and subsidiaries as of June 30, 2000. (Incorporated by reference to Quarterly Report on Form 10-Q of National for the period ended June 30, 2000). (File No. 1-3880).
FS-2 Consolidated Statements of Income and Retained Earnings of National and subsidiaries for the period ending June 30, 2000. (Incorporated by reference to Quarterly Report on Form 10-Q of National for the period ended June 30, 2000). (File No. 1-3880).
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ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
The proposed transactions outlined herein involve no major action which will significantly adversely affect the quality of the U.S. environment. No federal agency has prepared or is preparing an environmental impact statement with respect to the matters contemplated in this Application-Declaration.
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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.
NATIONAL FUEL GAS COMPANY

By: /s/ Philip C. Ackerman
   ------------------------------------
Title: President	

NATIONAL FUEL GAS SUPPLY CORPORATION

By: /s/ Dennis J. Seeley
   ------------------------------------
Title: President	

SENECA RESOURCES CORPORATION

By:  /s/ William M. Petmecky
   ------------------------------------
Title: Senior Vice President and Secretary	

NATIONAL FUEL RESOURCES, INC.

By:  /s/ William M. Petmecky
   ------------------------------------
Title: Secretary and Treasurer	

UPSTATE ENERGY INC.

                                      By:  /s/ William M. Petmecky
                                         ------------------------------------
                                      Title: Secretary

Date: October 12, 2000	

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Exhibit F
October 12, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Post-Effective Amendment No. 1 -- National Fuel Gas Company, File No. 70-9525
Ladies and Gentlemen:
As counsel for National Fuel Gas Company ("National Fuel"), a holding company registered under the Public Utility Holding Company Act of 1935 (the "Act"), and its subsidiary companies, I deliver to you this opinion for filing as Exhibit F to the Post-Effective Amendment No. 1 to the Application-Declaration referenced above. Briefly stated, National Fuel is seeking to increase the $300 million "Investment Limitation" granted as described in the Application-Declaration to $800 million.
In connection with the above, I have examined:
(i) the Application-Declaration, as amended; and
(ii) such other documents, records and matters of law as I deemed necessary to enable me to render this opinion;
Based upon the foregoing and relying thereupon and to the extent ascertainable in advance, I am of the opinion that if the above-referenced transactions are consummated in accordance with the Application-Declaration:
(i) all state and federal laws applicable to the proposed transactions will have been complied with; and
(ii) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by National Fuel, or by any associate company thereof.

Securities and Exchange Commission
October 12, 2000
Page 2
I am admitted to practice law in the State of New York. I do not hold myself out as an expert on the laws of any other state or offer any opinion on such laws.
I hereby consent to the filing of this opinion as an exhibit to the Application-Declaration.
Sincerely,

/s/  Mark D. Buri, Esq.

Mark D. Buri, Esq. for
National Fuel Gas Company	

Exhibit H
PROPOSED FORM OF FEDERAL REGISTER NOTICE
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings under the Public Utility Holding Company Act of 1935, as amended

("Act")
October , 2000

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments thereto is/are available for public inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by November , 2000 to the Secretary, Securities and Exchange Commission,

Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) as specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After November__, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

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* * * * * *
NATIONAL FUEL GAS COMPANY, ET AL. (70-9525)
National Fuel Gas Company ("National"), 10 Lafayette Square, Buffalo, New York 14203, a public-utility holding company registered under the Act, and its principal gas-related non-utility subsidiaries, National Fuel Gas Supply Corporation ("Supply"), National Fuel Resources, Inc. ("Resources"), Seneca Resources Corporation ("Seneca") and Upstate Energy Inc. ("Upstate Energy") (collectively, "Applicants") have filed a post-effective amendment to their Application-Declaration pursuant to Sections 9(a) and 10 of the Act and Rule 54 thereunder, as well as Sections 2(a) and 2(b) of the Gas Related Activities Act of 1990 ("GRAA").
Through its direct and indirect subsidiaries, National is engaged in all phases of the natural gas business, namely: exploration, production, purchasing, gathering, processing, transportation, storage, retail distribution and wholesale and retail marketing. National owns all of the issued and outstanding common stock of National Fuel Gas Distribution Corporation ("Distribution"), a gas-utility company that sells natural gas at retail and provides natural gas transportation services through a local distribution system to over 733,000 customers in western New York and northwestern Pennsylvania. Supply owns and operates an approximately 3,065 mile interstate natural gas transportation system as well as numerous natural gas storage areas. Seneca, directly and through subsidiaries, engages in exploration and development of natural gas and oil in the United States and Canada. Resources and Upstate Energy are energy marketers.
By order dated December 16, 1999 (HCAR No. 27144) (the "1999 Order"), the Commission authorized National, through Supply, Seneca, Resources and Upstate Energy (collectively, the "Non-Utility Subsidiaries") to acquire from time to
2

time through December 31, 2003 (the "Authorization Period"), in one or more transactions, the equity and debt securities of one or more companies that are engaged in or are formed to engage in certain categories of non-utility gas-related operations in Canada ("Foreign Energy Affiliates"). The Commission authorized National and the Non-Utility Subsidiaries to invest up to $300 million in the securities of Foreign Energy Affiliates (the "Investment Limitation"). In addition, the Commission authorized Resources and Upstate Energy to engage directly in marketing and brokering and related activities in Canada. In the 1999 Order, the Commission reserved jurisdiction pending completion of the record over the conduct of any business activities by Foreign Energy Affiliates outside the United States and Canada.
Pursuant to the 1999 Order, Seneca formed National Fuel Exploration Corp. ("Exploration"), a wholly-owned Alberta corporation. In June 2000, Exploration completed the acquisition of Tri Link Resources, Ltd. ("Tri Link"), a Calgary, Alberta-based oil and gas exploration and production company. Tri Link was then amalgamated with Exploration pursuant to the provisions of the Alberta Business Corporation Act.
To date, National has invested $231.6 million in the activities of Exploration, its only Foreign Energy Affiliate. This investment is comprised of approximately $78.5 million in Exploration's common stock equity and approximately $153.1 million in long-term intercompany notes payable. Applicants now request that the Investment Limitation be increased to $800 million. In all other respects, the transaction heretofore authorizing the Commission in this docket would remain unchanged.
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There are several reasons for this requested increase in the Investment Limitation. First, additional funds are required in connection with the development of Exploration's assets. In particular, Exploration now controls nearly 1.8 million undeveloped acres in Alberta, Saskatchewan and Manitoba, Canada. Exploration has adopted an exploration and development program for fiscal year 2001 which will require additional funding from Seneca, and the development of these western Canadian assets is critical at this time of concern over the price and supply of natural gas and oil, especially in the eastern United States. Second, investment in Canada makes particular sense at this time. In particular, with the planned October 30, 2000 in service date for the Alliance Pipeline running from northeastern British Columbia and northwestern Alberta to Chicago, Illinois, the opportunity to efficiently transport western Canadian natural gas into the United States and, ultimately, to the National system should be greatly enhanced. Furthermore, the Independence Pipeline project in which National indirectly holds a one-third interest has received its Certificate of Public Convenience and Necessity from the Federal Energy Regulatory Commission. This proposed 370 mile natural gas pipeline from Defiance, Ohio to Leidy, Pennsylvania which currently has a planned in service date of November 1, 2002 should further enhance the transmission of western Canadian gas to the large eastern markets including the National system. Third, in addition Seneca's efforts to develop western Canadian gas and the promise offered by existing pipeline projects, Supply is currently investigating opportunities to construct additional pipeline facilities which would have a direct impact in the transportation of Canadian natural gas to the United States markets.
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