UNITED STATES OF AMERICA
            BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.

_______________________________
IN THE MATTER OF
NATIONAL FUEL GAS COMPANY                  CERTIFICATE
FILE NO. 70-6912                           PURSUANT TO RULE
         70-7049                           24
         70-7581

(Public Utility Holding Company
Act of 1935)
_______________________________	

This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that the transactions referred to below have been carried out in accordance with the terms and conditions of and for the purposes represented by the Declarations of National Fuel Gas Company ("National"), as amended, in the above files, and pursuant to the Orders dated January 10, 1984 (File No. 70-6912), April 23, 1984 (File No. 70-6967), January 16, 1985 (File No. 70-7049), May 1, 1987 (File No. 70-7369) December 28, 1988 (File No. 70-7581), and March 5, 1993 (File No. 70-8111), of the Securities and Exchange Commission with respect thereto.
The following individuals, during the period April 1, 1994 through June 30, 1994, exercised Non-qualified Stock Options ("NSO's") and Incentive Stock Options ("ISO's") as identified below:

                                                                    Number of
                                                        Number of   Shares of
                                    Exercise             Shares    Stock Used
                   Type     Date     Price               Acquired   in Stock-
                   of       of       Per       Exercise  Through    for-Stock
  Name             Grant    Grant    Share     Date      Exercise   Exercise

Walter E. DeForest   NSO   1/6/87   $19.78125  5/19/94     3,000      -0-
Walter E. DeForest   NSO   4/20/88   18.75     5/19/94     4,000      -0-
John R. Pustulka     ISO   10/21/91  23.875    6/3/94      3,000      -0-
John R. Pustulka     NSO   10/5/92   25.1875   6/3/94      1,030      -0-
John R. Pustulka     ISO   10/5/92   25.1875   6/14/94     3,970      -0-
S. Dennis Holbrook   NSO   1/6/87    19.78125  6/30/94     1,000      -0-	

These were the only exercises of options pursuant to the National Fuel Gas Company 1984 Stock Plan or the National Fuel Gas Company 1983 Incentive Stock Option Plan during the period April 1, 1994
- - June 30, 1994.
IN WITNESS WHEREOF, National has caused this Certificate to be executed this 8th day of July, 1994.

By /s/ Richard M. DiValerio
    Richard M. DiValerio
         Secretary