UNITED STATES OF AMERICA
            Before the
SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------

         In the Matter of

NATIONAL FUEL GAS COMPANY                                     SIXTH
NATIONAL FUEL GAS SUPPLY CORPORATION                          CERTIFICATE
NATIONAL FUEL RESOURCES, INC.                                 PURSUANT TO
SENECA RESOURCES CORPORATION                                  RULE 24
UPSTATE ENERGY INC.

File No. 70-9525
(Public Utility Holding Company Act of 1935)
--------------------------------------------

         THIS IS TO CERTIFY, pursuant to Rule 24, that certain transactions
proposed by National Fuel Gas Company ("National"),  and its subsidiary,  Seneca
Resources Corporation ("Seneca"), in the Application-Declaration on Form U-1, as
amended,  ("Application-Declaration") in SEC File No. 70-9525, have been carried
out in  accordance  with the  terms  and  conditions,  and for the  purposes  as
represented by said Application-Declaration, and the Order of the Securities and
Exchange Commission  ("Commission")  (HCAR No. 35-27114 dated December 16, 1999)
with respect thereto, as amended.

I.       Name and Purpose of Foreign Energy Affiliates Formed Or In Which
         ----------------------------------------------------------------
         Interests Were Acquired:
         -----------------------

         During the quarter ended September 30, 2001 ("Quarter"), no new
"Foreign  Energy  Affiliates"  were acquired.  National Fuel  Exploration  Corp.
("Exploration"), a wholly-owned subsidiary of Seneca Resources Corporation, owns
all of National's interests in the Foreign Energy Affiliates,  and its financial
statements  represent a  consolidation  of the  financial  statements of all the
Foreign Energy Affiliates.  NFEx Acquisition Corp.  ("Acquisition")  acquired on
August 9, 2001 all of the  remaining  outstanding  shares of the common stock of
Player  Petroleum  Corporation  ("Player") at a total price of  C$12,365,762.50.
Acquisition now owns 100% of Player.

II.      Foreign Energy Affiliate Financial Statements:
         ---------------------------------------------

         The following exhibits are attached to and made a part of this
Certificate:

         Exhibit A - Income Statement of Exploration for the quarter ended
                     September 30, 2001

         Exhibit B - Balance Sheet of Exploration as of September 30, 2001

III.     Description of Specific Activities:
         ----------------------------------

         During the Quarter, Exploration and its subsidiaries continued to
operate their oil and gas exploration and production business in Canada.

IV.      Percentage of Revenues Attributable to the Sale of Energy Commodities
         ---------------------------------------------------------------------
         in Canada:
         ---------

         During the Quarter, Exploration's Canadian oil sales represented
approximately   40.21%  of  the  total  revenues   generated  by  Seneca  (on  a
consolidated basis, net of hedging) from the sale of oil.

         During the Quarter, Exploration's Canadian natural gas sales
represented  approximately 6.36% of the total revenues generated by Seneca (on a
consolidated basis, net of hedging) from the sale of natural gas.

         IN WITNESS WHEREOF, the undersigned companies have caused this
Certificate to be executed as of this 15th day of November, 2001.

                                       NATIONAL FUEL GAS COMPANY

                                       By:  /s/ P. C. Ackerman
                                          --------------------------------------
                                          P. C. Ackerman,
                                          President

                                       SENECA RESOURCES CORPORATION

                                       By:  /s/ J. A. Beck
                                          --------------------------------------
                                                J. A. Beck,
                                                President

                                   EXHIBIT A

                        NATIONAL FUEL EXPLORATION CORP.
                                INCOME STATEMENT
                        PERIOD ENDING SEPTEMBER 30, 2001
                                  (Unaudited)

Operating Revenue:
-----------------
  Gas Sales                                    $           0
  Other Operating Revenue                         20,343,108
                                               -------------
Operating Revenue                                 20,343,108
                                               -------------

Operating Expenses:
------------------
  Purchased Gas Sold                                       0
  Fuel For Generation                                      0
  Operation Expenses                               8,750,318
  Maintenance Expenses                                     0
  Property, Franchise & Other Taxes                1,976,595
  Depreciation, Depletion & Amortization           8,726,104
  Impairment of O&G                              180,781,350
  Federal Income Taxes                               198,916
  State Income Taxes                                       0
  Deferred Inc Tax-Net                           (79,676,048)
  Invest Tax Cr Adjust                                     0
                                               -------------
Operating Expenses                               120,757,235
                                               -------------
Operating Income / (Loss)                       (100,414,126)
                                               -------------

Other Income:
------------
  Unremitted earnings of Subsidiaries                      0
  Dividends from Subsidiaries                              0
  Intercompany Interest Income                             0
  Appliance & Jobbing                                      0
  Miscellaneous Income                                     0
  Investment Tax Credit                                    0
  AFUDC                                                    0
  Other Interest Income                              204,672
                                               -------------
  Other Income/ (Loss)                               204,672
                                               -------------

Income Before Interest Charges                  (100,209,453)
                                               -------------

Interest Charges:
----------------
  Interest Charges on L/T Debt                             0
  Intercompany Interest Expense                    2,403,617
  Other Interest Expenses                            336,695
  ABFUDC                                                   0
                                               -------------
  Interest Charges                                 2,740,312
                                               -------------

Minority Interest in Foreign Subs                          0

Income Before Cumulative Effect                 (102,949,765)
                                               -------------

Cumulative Effect of Change in Acctg                       0

Net Income / (Loss)                            $(102,949,765)
                                               =============

See Notes to Consolidated Financial Statements included in Item 8 of National
Fuel Gas Company's Form 10-K for the fiscal year ended September 30, 2001.

                                    EXHIBIT B

                         NATIONAL FUEL EXPLORATION CORP.
                                  BALANCE SHEET
                              AT SEPTEMBER 30, 2001
                                   (Unaudited)

Assets
------
Property Plant & Equipment
--------------------------
   Gas Utilities                                                  -
   Non-Utilities                                      $ 471,798,033
   Total Accumulated D, D & A                          (218,433,633)
                                                      -------------
Net Property, Plant & Equipment                         253,364,400
                                                      -------------

Current Assets:
--------------
   Cash                                                     290,323
   Temporary Cash Investments                                52,925
   Notes Receivables - Intercompany                               -
   Accts Receivable - Intercompany                                -
   Notes Receivable                                               -
   Accts Receivable - Customer                                    -
   Reserve for Doubtful Acct                                      -
   Other Accounts Receivable                              8,970,494
   Unbilled Utility Revenue                                       -
   Gas Stored Underground                                         -
   Impairment of O&G                                              -
   Materials/Supplies - Average Cost                      2,672,377
   Dividends Receivable - Intercompany                            -
   Unrecovered Purch Gas Cost                                     -
   Prepayments                                              767,024
                                                      -------------
Current Assets                                           12,753,143
                                                      -------------

Other Assets:
------------
   Stock of Subsidiaries - Intercompany                           -
   Notes of Subsidiaries - Intercompany                           -
   Investments in Associated Companies                            -
   Recoverable Future Taxes                                       -
   Unamortized Debt Expense                                       -
   Other Regulatory Assets                                        -
   Fair Market Value of Deriv. Fin Instr.                 4,432,184
   Deferred Charges                                         142,633
   Long Term Notes Receivable                                     -
   Other Assets                                                   -
                                                      -------------
Other Assets                                              4,574,817
                                                      -------------

Total Assets                                          $ 270,692,360
                                                      =============

Capitalization & Liability
--------------------------

Capitalization:
--------------
   Common Stock $1 Par Value                                      -
   Capital Stock of Subsidiaries                                  -
  Paid in Capital                                     $  78,444,748
   Earnings Reinvested in Business                      (91,381,751)
   Cumulative Translation Adjustment                    (19,180,783)
   Unrealized Gain/Loss                                     (52,851)
                                                      -------------
Total Common Stock Equity                               (32,170,637)
                                                      -------------

   Long-Term Debt Net of Current Portion                          -
   Notes Payable - Intercompany - Long Term             253,005,373
                                                      -------------
Total Capitalization                                    220,834,736
                                                      -------------
Minority Interest in Foreign Subs                                 -

Liabilities:
-----------
   Notes Payable - Intercompany                                   -
   Notes Payable - Bank & Commercial Paper               15,675,021
   Current Portion - Long Term Debt                               -
   ACCT_PAY Accounts Payable - Other                     15,922,283
   Amounts Payable to Customers                                   -
   Estimated Revenue Refunds                                      -
   Customer Deposits                                              -
   Federal Income Tax                                       (48,224)
   Other Taxes                                                    -
   Dividends Payable                                              -
   Other Accruals                                                 -
   Accr Pension Contribution                                      -
   Reserves for Gas Replacement                                   -
   Accounts Payable - Intercompany                       16,230,144
   Dividends Payable -  Intercompany                              -
                                                      -------------
Total Current Liabilities                                47,779,225
                                                      -------------

Deferred Credits:
----------------
   Accumulated Deferred Income Tax                        2,047,133
   Taxes Refundable to Customer                                   -
   Unamortized Investment Tax Credit                              -
   Liability For Deriv Financial Instruments                      -
   Other Deferred Credit                                     31,266
                                                      -------------
Total Deferred Credits                                    2,078,399
                                                      -------------
Total Capitalization & Liabilities                    $ 270,692,360
                                                      =============

See Notes to Consolidated Financial Statements included in Item 8 of National
Fuel Gas Company's Form 10-K for the fiscal year ended September 30, 2001.