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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2007
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
 	 	 	 	 	
New Jersey	 	1-3880	 	13-1086010	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	
 	 	 	
6363 Main Street, Williamsville, New York
(Address of principal executive offices)	 	14221
(Zip Code)	
Registrant’s telephone number, including area code: (716) 857-7000
Former name or former address, if changed since last report: Not Applicable
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 	o	 	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 		
 	þ	 	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 		
 	o	 	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 		
 	o	 	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

   

TABLE OF CONTENTS

									
Item 8.01 Other Events	
Item 9.01 Financial Statements and Exhibits	
SIGNATURES	
EXHIBIT INDEX	
Exhibit 99.1	
Exhibit 99.2	

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Item 8.01 Other Events.
A draft copy of National Fuel Gas Company’s Notice of Annual Meeting of Stockholders for its annual meeting to be held in 2008 is hereby incorporated by reference into this Item 8.01 and filed as part of this Current Report as Exhibit 99.1. Information concerning participants and potential participants in the Company’s solicitation of proxies for its 2008 annual meeting is hereby incorporated by reference into this Item 8.01 and filed as part of this Current Report as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
     (c) Exhibits
 	 	 	
Exhibit 99.1	 	Draft Notice of 2008 Annual Meeting of Stockholders	
 	 	 	
Exhibit 99.2	 	Information Concerning Participants in Solicitation	
IMPORTANT INFORMATION AND WHERE TO FIND IT
In connection with its 2008 Annual Meeting, National Fuel Gas Company will be filing a proxy statement, WHITE proxy card and other materials with the U.S. Securities and Exchange Commission (“SEC”). WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NATIONAL FUEL GAS COMPANY AND THE MATTERS TO BE CONSIDERED AT ITS ANNUAL MEETING. Investors may contact Morrow & Co., LLC, National Fuel Gas Company’s proxy advisor for the 2008 Annual Meeting, at (800) 252-1959 or by email at nfginfo@morrowco.com. Investors may also obtain a free copy of the proxy statement and other relevant documents when they become available as well as other materials filed with the SEC concerning National Fuel Gas Company at the SEC’s website at http://www.sec.gov. Free copies of National Fuel Gas Company’s SEC filings are also available on National Fuel Gas Company’s website at http://www.nationalfuelgas.com. These materials and other documents may also be obtained for free from: Secretary, National Fuel Gas Company, 6363 Main Street, Williamsville, New York 14221, (716) 857-7000.
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
National Fuel Gas Company and its directors are, and certain of its officers and employees may be deemed to be, participants in the solicitation of proxies from National Fuel Gas Company’s stockholders with respect to the matters considered at National Fuel Gas Company’s 2008 Annual Meeting. Information regarding these directors, and these certain officers and employees, is contained in Exhibit 99.2 hereto. Security holders can also obtain information with respect to the identity of the participants and potential participants in the solicitation and a description of their direct or indirect interests, by security holdings or otherwise, for free, by contacting: Secretary, National Fuel Gas Company, 6363 Main Street, Williamsville, New York 14221, (716) 857-7000. More detailed information with respect to the identity of the participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with National Fuel Gas Company’s 2008 Annual Meeting.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 	 	 	 	 	
 	NATIONAL FUEL GAS COMPANY
 	 	
 	By:  	/s/ James R. Peterson  	 	
 	 	      James R. Peterson 	 	
 	 	      Assistant Secretary 	 	
 	
Dated: December 12, 2007

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EXHIBIT INDEX
 	 	 	
Exhibit Number	 	Description	
 	 	 	
99.1	 	Draft Notice of 2008 Annual Meeting of Stockholders	
 	 	 	
99.2	 	Information Concerning Participants in Solicitation	

 

Exhibit 99.1
DRAFT NOTICE—SUBJECT TO COMPLETION—DATED DECEMBER 10, 2007
NATIONAL FUEL GAS COMPANY
6363 MAIN STREET
WILLIAMSVILLE, NEW YORK 14221
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on                                          
To the Stockholders of National Fuel Gas Company:
     Notice is hereby given that the Annual Meeting of Stockholders of National Fuel Gas Company will be held at 10:00 a.m. local time on                                           , at                                           . The doors to the meeting will open at 9:30 a.m. local time. At the meeting, action will be taken with respect to:
          (1) the election of three directors to three-year terms;
          (2) the appointment of an independent registered public accounting firm; and such other business as may properly come before the meeting or any adjournment or postponement thereof.
     Stockholders of record at the close of business on December 26, 2007, will be entitled to vote at the meeting.
YOUR VOTE IS EXTREMELY IMPORTANT THIS YEAR IN LIGHT OF THE PROXY CONTEST BEING CONDUCTED BY THE HEDGE FUND NEW MOUNTAIN VANTAGE, L.P. AND ITS DOMESTIC AND FOREIGN AFFILIATES

***CAUTION***
NATIONAL FUEL GAS COMPANY HAS RECEIVED A NOTICE FROM NEW MOUNTAIN VANTAGE, L.P., AND CERTAIN OF ITS AFFILIATES, THAT THEY INTEND TO NOMINATE MESSRS. F. FOX BENTON, DAVID DIDOMENICO AND FREDERIC SALERNO FOR ELECTION TO NATIONAL FUEL GAS COMPANY’S BOARD OF DIRECTORS AT THE ANNUAL MEETING. THE BOARD OF DIRECTORS AND MANAGEMENT FIRMLY BELIEVE THAT THE NEW MOUNTAIN GROUP’S AGENDA IS THE WRONG STRATEGIC COURSE FOR THE COMPANY AND CONTRARY TO YOUR BEST INTERESTS AS A SHAREHOLDER.
Whether or not you plan to attend the meeting, and whatever the number of shares you own, please vote your shares either by telephone or the Internet as described on the enclosed WHITE proxy/voting instruction card and reduce National Fuel Gas Company’s expense in soliciting proxies. Alternatively, you may complete, sign, date and promptly return the enclosed WHITE proxy/voting instruction card. Please use the accompanying envelope, which requires no postage if mailed in the United States.
THE BOARD URGES YOU NOT TO SIGN ANY PROXY CARDS SENT TO YOU BY THE NEW MOUNTAIN GROUP. IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY THE NEW MOUNTAIN GROUP, YOU CAN REVOKE IT BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED.
If you have any questions or need assistance in voting your shares of National Fuel Gas Company’s common stock, please call [___].

 	 	 	
 	 	BY ORDER OF THE BOARD OF DIRECTORS	
 	 	 	
 	 	ANNA MARIE CELLINO	
 	 	Secretary	
January ___, 2008

 

Exhibit 99.2
INFORMATION CONCERNING PARTICIPANTS AND POTENTIAL PARTICIPANTS
IN THE SOLICITATION OF PROXIES BY NATIONAL FUEL GAS COMPANY
Directors and Nominees
          The principal occupations of the directors of National Fuel Gas Company (the “Company”), each of whom is a “participant” in the solicitation, are set forth below. The principal business address of the organization of employment for each member of the Board of Directors is: c/o National Fuel Gas Company, 6363 Main St., Williamsville, New York 14221.
 	 	 	 	 	 	 	
Name and Year	 	 	 	 	
Became a Director	 	 	 	 	
of the Company	 	Age (1)	 	Principal Occupation	
Directors Whose Terms Expire in 2008	
 	 	 	 	 	 	 	
Robert T. Brady
1995	 	 	66	 	 	Chairman of Moog Inc. since February 1996. Moog is a worldwide designer, manufacturer and integrator of precision control components and systems with a total return of 27%, 82% and 25% for the one, three and five year periods ending 9/30/07. President and Chief Executive Officer of Moog Inc. since 1988 and Board member since 1984. Director of Astronics Corporation, M&T Bank Corporation and Seneca Foods Corporation. Chairs the regular executive sessions of non-management directors, and is the designated contact for shareholders to communicate with the non-management directors on the Board.	
 	 	 	 	 	 	 	
Rolland E. Kidder
2002	 	 	67	 	 	Executive Director of the Robert H. Jackson Center, Inc., in Jamestown, New York, from 2002 until 2006. Founder of Kidder Exploration, Inc., an independent Appalachian oil and gas company; Chairman and President from 1984 to 1994. Mr. Kidder is also a former Director of the Independent Oil and Gas Association of New York and the Pennsylvania Natural Gas Associates – both Appalachian-based energy associations. An elected member of the New York State Assembly from 1975 to 1982. Former Trustee of the New York Power Authority. On the Dean’s Advisory Council of the University at Buffalo School of Law from 1996 to 2001. Vice President and investment advisor for P.B. Sullivan & Co., Inc. from 1994 until 2001.	
 	 	 	 	 	 	 	
John F. Riordan
1995	 	 	71	 	 	President and CEO from April 2000 to December 2005 of GTI (the Gas Technology Institute), the leading research, development and training organization serving the natural gas industry, Des Plaines, Illinois. Director of Nicor Inc. since 2001. Twice chairman of the Interstate Natural Gas Association of America (INGAA). Former President of the natural gas liquids business at Cities Service, President of the Occidental Petroleum commodity chemical business. Director of Occidental Petroleum, and Director of Chicago Bridge Iron. Former Trustee, Niagara University. Vice Chairman of KN Energy, Inc. from February 1998 to February 1999. President and CEO of MIDCON Corporation from October 1988 to January 1998, previously in charge of wholesale marketing of natural gas, interstate gas transportation and intrastate gas transportation at MIDCON.	

 

 	 	 	 	 	 	 	
Name and Year	 	 	 	 	
Became a Director	 	 	 	 	
of the Company	 	Age (1)	 	Principal Occupation	
Directors Whose Terms Expire in 2009	
 	 	 	 	 	 	 	
R. Don Cash
2003	 	 	65	 	 	Chairman Emeritus since May 2003, and Board Director since May 1978, of Questar Corporation (Questar), an integrated natural gas company headquartered in Salt Lake City, Utah. Chairman of Questar from May 1985 to May 2003. Chief Executive Officer of Questar from May 1984 to May 2002 and President of Questar from May 1984 to February 1, 2001. Director of Zions Bancorporation since 1982 and Associated Electric and Gas Insurance Services Limited since 1993. Director of Texas Tech Foundation since November 2003 and TODCO (The Offshore Drilling Company) from May 2004 until July 2007. Former trustee, until September 2002, of the Salt Lake Organizing Committee for the Olympic Winter Games of 2002.	
 	 	 	 	 	 	 	
Stephen E. Ewing
2007	 	 	63	 	 	Vice Chairman of DTE Energy, a Detroit-based diversified energy company involved in the development and management of energy-related businesses and services nationwide, from November 1, 2005 until December 31, 2006. Group President, Gas Division, DTE Energy from June 1, 2001 until November 1, 2005. Former president and chief operating officer of MCN Energy Group, Inc. Former president and chief executive officer of Michigan Consolidated Gas Co. (MichCon), a natural gas utility. MichCon is a principal operating subsidiary of DTE Energy as a result of the 2001 merger of DTE Energy and MCN Energy Group, Inc. Chairman of the Board of Directors of the American Gas Association for 2006 and past chairman of the Midwest Gas Association and the Natural Gas Vehicle Coalition.	
 	 	 	 	 	 	 	
George L. Mazanec
1996	 	 	71	 	 	Former Vice Chairman, from 1989 until October 1996, of PanEnergy Corporation, Houston, Texas, a diversified energy company (now part of Spectra). Advisor to the Chief Operating Officer of Duke Energy Corporation from August 1997 to 2000. Director of TEPPCO, LP from 1992 to 1997, Director of Northern Border Pipeline Company Partnership from 1993 to 1998 and Director of Westcoast Energy Inc. from 1998 to 2002. Director of Dynegy Inc. since May 2004. Director of the Northern Trust Bank of Texas, NA and Associated Electric and Gas Insurance Services Limited. Former Chairman of the Management Committee of Maritimes & Northeast Pipeline, L.L.C. Member of the Board of Trustees of DePauw University since 1996.	
 	 	 	 	 	 	 	
Directors Whose Terms Expire in 2010	
 	 	 	 	 	 	 	
Philip C. Ackerman
1994	 	 	63	 	 	Chief Executive Officer of the Company since October 2001. Appointed as Chairman of the Board effective January 3, 2002. President of the Company from July 1999 until February 2006. Senior Vice President of the Company from June 1989 until July 1999 and Vice President from 1980 to June 1989. President of National Fuel Gas Distribution Corporation (2) from October 1995 until July 1999 and Executive Vice President from June 1989 to October 1995. Executive Vice President of National Fuel Gas Supply Corporation (2) from October 1994 to March 2002. President of Seneca Resources Corporation (2) from June 1989 to October 1996. President of Horizon Energy Development, Inc. (2) since September 1995 and certain other non-regulated subsidiaries of the Company since prior to 1992.	

 

 	 	 	 	 	 	 	
Name and Year	 	 	 	 	
Became a Director	 	 	 	 	
of the Company	 	Age (1)	 	Principal Occupation	
Craig G. Matthews
2005	 	 	64	 	 	Former President, CEO and Director of NUI Corporation, a diversified energy company acquired by AGL Resources Inc. on November 30, 2004, from February 2004 until December 2004. Former Vice Chairman, Chief Operating Officer and Director of KeySpan Corporation (previously Brooklyn Union Gas Co.) until March 2002. Director of Hess Corporation (formerly Amerada Hess Corporation) since 2002. Chairman of the Board of Trustees, Polytechnic University, and Director since 1996. Board member of Republic Financial Corporation since May 2007.	
 	 	 	 	 	 	 	
Richard G. Reiten
2004	 	 	68	 	 	Chairman from September 2000 through February 2005 and Director since March 1996 of Northwest Natural Gas Company, a natural gas local distribution company headquartered in Portland, Oregon. Chief Executive Officer of Northwest Natural Gas Company from January 1997 until December 2002 and President from January 1996 through May 2001. Director of Associated Electric and Gas Insurance Services Limited since 1997. Director of US Bancorp since 1998, Building Materials Holding Corp. since 2001 and IDACORP Inc. since January 2004.	
 	 	 	 	 	 	 	
David F. Smith
2007	 	 	54	 	 	President and Chief Operating Officer of the Company since February 2006, Vice President from April 2005 until February 2006. President of National Fuel Gas Supply Corporation (2) since April 2005, Senior Vice President from June 2000 until April 2005. President of National Fuel Gas Distribution Corporation (2) from July 1999 to April 2005, Senior Vice President from January 1993 until July 1999. Also president of Empire State Pipeline (2) and various non-regulated subsidiaries of the Company. Board member of the Interstate Natural Gas Association of America (INGAA), the INGAA Foundation, American Gas Foundation and Chairman of the Northeast Gas Association.	

(1)	 	As of December 12, 2007.	
 		
(2)	 	Wholly-owned subsidiary of the Company.	
Executive Officers
          The principal occupations of the Company’s executive officers who may be deemed “participants” in the solicitation are set forth below. The principal business address of each such person is that of National Fuel Gas Company, 6363 Main Street, Williamsville, New York 14221.
Information as of November 15, 2007 (except as otherwise noted) (1) 

 

 	 	 	
 	 	 	
 	 	Current Company	
 	 	Positions and	
 	 	Other Material	
 	 	Business Experience	
Name and Age (as of	 	During Past	
November 15, 2007)	 	Five Years	
Philip C. Ackerman (63)	 	Chairman of the Board of Directors since January 2002; Chief Executive Officer since October 2001; and President of Horizon since September 1995. Mr. Ackerman has served as a Director of the Company since March 1994, and previously served as President of the Company from July 1999 through January 2006.	
 	 	 	
David F. Smith (54)	 	President of the Company since February 2006; Chief Operating Officer of the Company since February 2006; President of Supply Corporation since April 2005; President of Empire since April 2005. Mr. Smith previously served as Vice President of the Company from April 2005 through January 2006; President of Distribution Corporation from July 1999 to April 2005; and Senior Vice President of Supply Corporation from July 2000 to April 2005.	
 	 	 	
Ronald J. Tanski (55)	 	Treasurer and Principal Financial Officer of the Company since April 2004; President of Distribution Corporation since February 2006; Treasurer of Distribution Corporation since April 2004; Treasurer of Horizon since February 1997. Mr. Tanski previously served as Controller of the Company from February 2003 through March 2004; Senior Vice President of Distribution Corporation from July 2001 through January 2006; and Controller of Distribution Corporation from February 1997 through March 2004.	
 	 	 	
Matthew D. Cabell (49)	 	President of Seneca since December 2006. Prior to joining Seneca, Mr. Cabell served as Executive Vice President and General Manager of Marubeni Oil & Gas (USA) Inc., an exploration and production company, from June 2003 to December 2006. From January 2002 to June 2003, Mr. Cabell served as a consultant assisting oil companies in upstream acquisition and divestment transactions as well as Gulf of Mexico entry strategy, first as an independent consultant and then as Vice President of Randall & Dewey, Inc., a major oil and gas transaction advisory firm. Mr. Cabell’s prior employers are not subsidiaries or affiliates of the Company.	
 	 	 	
Karen M. Camiolo (48)	 	Controller and Principal Accounting Officer of the Company since April 2004; Controller of Distribution Corporation and Supply Corporation since April 2004; and Chief Auditor of the Company from July 1994 through March 2004.	
 	 	 	
Anna Marie Cellino (54)	 	Secretary of the Company since October 1995; Secretary of Distribution Corporation since September 1999; Senior Vice President of Distribution Corporation since July 2001.	
 	 	 	
Paula M. Ciprich (47)	 	General Counsel of the Company since January 2005; Assistant Secretary of Distribution Corporation since February 1997.	
 	 	 	
John R. Pustulka (55)	 	Senior Vice President of Supply Corporation since July 2001.	
 	 	 	
James D. Ramsdell (52)	 	Senior Vice President of Distribution Corporation since July 2001.	

(1)	 	The executive officers serve at the pleasure of the Board of Directors. The information provided relates to the Company and its principal subsidiaries. Many of the executive officers also have served or currently serve as officers or directors of other subsidiaries of the Company.	
Certain Employees
          The principal occupations of the Company’s employees who may be deemed “participants” in the solicitation are set forth below. The principal business address of each such person is that of National Fuel Gas Company, 6363 Main Street, Williamsville, New York 14221.
 	 	 	
Name	 	Principal Occupation	
Cynthia M. Battista	 	Investor Relations Analyst	
Julie C. Cox	 	Assistant General Manager – Corporate Communications	
James C. Welch	 	Director, Investor Relations	

 

Information Regarding Ownership of the Company’s Common Stock by Participants
The following table sets forth information concerning beneficial ownership of the common stock (“Common Stock”) of the Company by each person who is or may be deemed to be a participant in the Company’s solicitation of proxies for its 2008 Annual Meeting of Stockholders. The Common Stock is the only class of Company equity securities outstanding. Unless otherwise stated, to the best of the Company’s knowledge, each person has sole voting and investment power with respect to the shares listed, including shares which the individual has the right to acquire through exercise of stock options but has not done so. All information is as of November 30, 2007, except as otherwise indicated.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Shares	 	Shares	 	 	 	 	 	Shares	
 	 	Exercisable	 	held in	 	Held in	 	 	 	 	 	Otherwise	
 	 	Stock Options	 	ESOP	 	401(k)	 	Restricted	 	Beneficially	
Name	 	(1)	 	(2)	 	Plan (3)	 	Stock (4)	 	Owned (5)	
Directors	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Philip C. Ackerman	 	 	1,820,972	 	 	 	21,740	 	 	 	17,101	 	 	 	1,328	 	 	 	588,766	(6)	
Robert T. Brady	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	11,400	 	
R. Don Cash	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	9,833	(7)	
Stephen E. Ewing	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	2,046	 	
Rolland E. Kidder	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	24,390	(8)	
Craig G. Matthews	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	5,581	 	
George L. Mazanec	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	12,200	(9)	
Richard G. Reiten	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	4,676	 	
John F. Riordan	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	15,400	 	
David F. Smith	 	 	325,000	 	 	 	1,764	 	 	 	12,328	 	 	 	0	 	 	 	116,174	 	
 		
Executive Officers (other than Mr. Ackerman and Mr. Smith)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Matthew D. Cabell	 	 	0	 	 	 	0	 	 	 	95	 	 	 	15,000	 	 	 	0	 	
Karen M. Camiolo	 	 	65,500	 	 	 	0	 	 	 	4,632	 	 	 	0	 	 	 	0	 	
Anna Marie Cellino	 	 	152,918	 	 	 	1,047	 	 	 	10,050	 	 	 	0	 	 	 	83,319	 	
Paula M. Ciprich	 	 	132,660	 	 	 	0	 	 	 	5,190	 	 	 	0	 	 	 	13,709	 	
John R. Pustulka	 	 	187,000	 	 	 	3,677	 	 	 	12,851	 	 	 	0	 	 	 	25,546	 	
James D. Ramsdell	 	 	192,000	 	 	 	3,814	 	 	 	11,421	 	 	 	0	 	 	 	38,125	(10)	
Ronald J. Tanski	 	 	271,000	 	 	 	2,839	 	 	 	15,334	 	 	 	0	 	 	 	66,158	(11)	
 		
Other Employees	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cynthia M. Battista	 	 	0	 	 	 	0	 	 	 	2,009	 	 	 	0	 	 	 	70	(12)	
Julie C. Cox	 	 	0	 	 	 	0	 	 	 	2,046	 	 	 	0	 	 	 	0	 	
James C. Welch	 	 	0	 	 	 	0	 	 	 	335	 	 	 	0	 	 	 	0	 	

(1)	 	This column lists shares with respect to which the named individuals have the right to acquire beneficial ownership within 60 days of November 30, 2007, through the exercise of stock options granted under the National Fuel Gas Company 1997 Award and Option Plan. Stock options, until exercised, have no voting power.	
 		
(2)	 	This column lists shares held in the National Fuel Gas Company and Subsidiaries Employee Stock Ownership Plan (“ESOP”). The beneficial owners of these shares have sole voting power with respect to shares held in the ESOP, but do not have investment power respecting most of those shares until they are distributed.	
 		
(3)	 	This column lists shares held in the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees (“TDSP”), a 401(k) plan. The beneficial owners of these shares have sole voting power and investment power with respect to shares held in the TDSP.	
 		
(4)	 	This column lists shares of restricted stock, certain restrictions on which had not lapsed as of November 30, 2007. Owners of restricted stock have power to vote the shares, but have no investment power with respect to the shares until the restrictions lapse.	

 

			
(5)	 	This column includes shares held of record and any shares beneficially owned through a bank, broker or other nominee.	
 		
(6)	 	Includes 1,000 shares held by Mr. Ackerman’s wife in trust for her mother, as to which shares Mr. Ackerman disclaims beneficial ownership, and 220 shares with respect to which Mr. Ackerman shares voting and investment power with his wife.	
 		
(7)	 	Includes 3,000 shares held by the Don Kay Clay Cash Foundation, a Utah not-for-profit corporation, of which Mr. Cash, his wife, son and daughter-in-law are directors. Mr. Cash disclaims beneficial ownership of these shares.	
 		
(8)	 	Includes 11,100 shares owned by Mr. Kidder’s wife, as to which Mr. Kidder shares voting and investment power.	
 		
(9)	 	Includes 600 shares owned by Mr. Mazanec’s wife, as to which Mr. Mazanec shares voting and investment power.	
 		
(10)	 	Shares owned jointly with Mr. Ramsdell’s wife, as to which Mr. Ramsdell shares voting and investment power.	
 		
(11)	 	Includes 614 shares owned jointly with Mr. Tanski’s wife, as to which Mr. Tanski shares voting and investment power.	
 		
(12)	 	Shares owned jointly with Ms. Battista’s husband, as to which Ms. Battista shares voting and investment power.	
     Except as may be disclosed in the proxy statement to be filed with the SEC in connection with the solicitation of proxies for the 2008 Annual Meeting, no associate or affiliate of any participant in the solicitation directly or indirectly beneficially owns any securities of the Company.
Information Regarding Transactions in the Company’s Common Stock by Participants
     The following table sets forth purchases or sales of Common Stock during the past two years by each person who is or may be deemed to be a participant. The following table does not include the monthly Company matching contribution that is invested into the Common Stock fund within the 401(k) plan or dividend reinvestment within the 401(k) plan and the Employee Stock Ownership Plan. Unless otherwise indicated below, all of the following transactions were conducted in open market or privately negotiated transactions, and none of the purchase price or market value of those shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.
 	 	 	 	 	 	 	 	 	 	 	
Participant	 	Date	 	 	Type & Description (1)(2)	 	# of Shares	 	
Robert T. Brady	 	 	01/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/02/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	01/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/01/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	 	 	 	 	 	 	 	 	
R. Don Cash	 	 	01/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/02/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	01/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/01/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	

 

Participant	 	Date	 	 	Type & Description (1)(2)	 	# of Shares	 	
Stephen E. Ewing	 	 	02/23/2007	 	 	Shares acquired per Retainer Policy	 	 	146	 	
 	 	 	04/03/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/03/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	 	 	 	 	 	 	 	 	
Roland Kidder	 	 	01/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	01/05/2006	 	 	Sale	 	 	(1,500	)	
 	 	 	04/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/02/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	11/13/2006	 	 	Sale	 	 	(4,000	)	
 	 	 	01/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	05/29/2007	 	 	Sale	 	 	(500	)	
 	 	 	07/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/01/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	 	 	 	 	 	 	 	 	
Craig G. Matthews	 	 	01/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	01/15/2006	 	 	Purchase - Dividend Reinvestment	 	 	9.17	 	
 	 	 	04/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/15/2006	 	 	Purchase - Dividend Reinvestment	 	 	12.34	 	
 	 	 	07/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/15/2006	 	 	Purchase - Dividend Reinvestment	 	 	13.68	 	
 	 	 	10/02/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/16/2006	 	 	Purchase - Dividend Reinvestment	 	 	16.00	 	
 	 	 	01/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	01/15/2007	 	 	Purchase - Dividend Reinvestment	 	 	17	 	
 	 	 	04/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/16/2007	 	 	Purchase - Dividend Reinvestment	 	 	17	 	
 	 	 	07/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/15/2007	 	 	Purchase - Dividend Reinvestment	 	 	21.81	 	
 	 	 	10/01/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	 	 	 	 	 	 	 	 	
George L. Mazanec	 	 	01/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/02/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	01/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/01/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	 	 	 	 	 	 	 	 	
John F. Riodan	 	 	01/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/02/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	01/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/01/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	 	 	 	 	 	 	 	 	
Richard G. Reiten	 	 	01/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/03/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/02/2006	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	01/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	04/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	07/02/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	
 	 	 	10/01/2007	 	 	Shares acquired per Retainer Policy	 	 	300	 	

 

Participant	 	Date	 	 	Type & Description (1)(2)	 	# of Shares	 	
Philip C. Ackerman	 	 	07/24/2006	 	 	(2) Purchase with stock	 	 	314,550	 	
 	 	 	 	 	 	(2) Tendered stock for purchase	 	 	(156,830	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(68,890	)	
 	 	 	08/03/2006	 	 	Gift of Stock	 	 	(665	)	
 	 	 	12/19/2006	 	 	(2) Purchase -- Cash exercise	 	 	8,796	 	
 	 	 	12/27/2006	 	 	Gift of Stock	 	 	(1,545	)	
 	 	 	03/14/2007	 	 	(3) Canceled for taxes	 	 	(8,726	)	
 	 	 	04/05/2007	 	 	(2) Purchase with stock	 	 	395,544	 	
 	 	 	 	 	 	(2) Tendered stock for purchase	 	 	(196,828	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(87,036	)	
 	 	 	05/23/2007	 	 	Gift of Stock	 	 	(1,073	)	
 	 	 	 	 	 	 	 	 	 	 	
David F. Smith	 	 	05/05/2006	 	 	(2) Purchase with stock	 	 	25,000	 	
 	 	 	 	 	 	(2) Tendered stock for purchase	 	 	(16,486	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(2,877	)	
 	 	 	05/08/2006	 	 	(2) Purchase of stock	 	 	25,000	 	
 	 	 	 	 	 	(2) Sale	 	 	(25,000	)	
 	 	 	06/02/2006	 	 	(2) Purchase with stock	 	 	25,000	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(15,800	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(3,109	)	
 	 	 	08/04/2006	 	 	(2) Purchase with stock	 	 	20,660	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(12,430	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(3,502	)	
 	 	 	12/14/2006	 	 	(2) Purchase with stock	 	 	25,000	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(15,407	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(4,201	)	
 	 	 	12/15/2006	 	 	(2) Purchase	 	 	25,000	 	
 	 	 	 	 	 	(2) Sale	 	 	(25,000	)	
 	 	 	12/20/2006	 	 	Gift of stock	 	 	(305	)	
 	 	 	02/08/2007	 	 	(2) Purchase with stock	 	 	45,000	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(29,117	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(5,398	)	
 	 	 	04/04/2007	 	 	(2) Purchase with stock	 	 	25,000	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(15,581	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(3,482	)	
 	 	 	 	 	 	 	 	 	 	 	
Ronald J. Tanski	 	 	02/07/2007	 	 	(2) Purchase with stock	 	 	25,000	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(13,050	)	
 	 	 	02/08/2007	 	 	(2) Purchase with stock	 	 	10,396	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(5,036	)	
 	 	 	 	 	 	(2) Purchase with stock	 	 	4,804	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(2,327	)	
 	 	 	Various in 2005	 	 	Purchased through 401(k)	 	 	30	 	
 	 	 	Various in 2006	 	 	Purchased through 401(k)	 	 	120	 	
 	 	 	Various in 2007	 	 	Purchased through 401(k)	 	 	86	 	
 	 	 	 	 	 	 	 	 	 	 	
Matthew D. Cabell	 	 	Various in 2007	 	 	Purchased through 401(k)	 	 	40	 	

 

Participant	 	Date	 	 	Type & Description (1)(2)	 	# of Shares	 	
Karen M. Camiolo	 	 	Various in 2005	 	 	Purchased through 401(k)	 	 	24	 	
 	 	 	Various in 2006	 	 	Purchased through 401(k)	 	 	131	 	
 	 	 	Various in 2007	 	 	Purchased through 401(k)	 	 	104	 	
 	 	 	 	 	 	 	 	 	 	 	
Anna Marie Cellino	 	 	03/28/2006	 	 	(2) Purchase with stock	 	 	4,082	 	
 	 	 	06/02/2006	 	 	(2) Purchase	 	 	25,000	 	
 	 	 	 	 	 	(2) Sale	 	 	(25,000	)	
 	 	 	03/22/2007	 	 	(2) Purchase	 	 	20,660	 	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(3,242	)	
 	 	 	 	 	 	(2) Sale	 	 	(17,418	)	
 	 	 	 	 	 	 	 	 	 	 	
Paula Ciprich	 	 	02/03/2006	 	 	(2) Purchase — cash	 	 	500	 	
 	 	 	05/30/2006	 	 	(2) Purchase with stock	 	 	4,304	 	
 	 	 	 	 	 	(2) Tendered stock for Purchase	 	 	(2,513	)	
 	 	 	12/15/2006	 	 	(2) Purchase — cash	 	 	20,000	 	
 	 	 	 	 	 	(2) Sale — pay exercise cost	 	 	(17,050	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(2,950	)	
 	 	 	12/27/2006	 	 	(2) Purchase — Cash exercise	 	 	4,340	 	
 	 	 	04/02/2007	 	 	(2) Purchase — Exercise of options	 	 	4,688	 	
 	 	 	 	 	 	(2) Tendered stock for purchase	 	 	(2,280	)	
 	 	 	04/05/2007	 	 	(2) Purchase — Option exercise	 	 	7,312	 	
 	 	 	 	 	 	(2) Sale — Exercise of options	 	 	(7,312	)	
 	 	 	04/16/2007	 	 	Purchase — Dividend Reinvestment	 	 	72	 	
 	 	 	07/16/2007	 	 	Purchase — Dividend Reinvestment	 	 	94	 	
 	 	 	10/15/2007	 	 	Purchase — Dividend Reinvestment	 	 	91	 	
 	 	 	 	 	 	 	 	 	 	 	
John R. Pustulka	 	 	06/01/2006	 	 	(2) Purchase with stock	 	 	5,432	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(2,769	)	
 	 	 	 	 	 	(2) Purchase with stock	 	 	14,568	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(7,428	)	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(2,413	)	
 	 	 	02/12/2007	 	 	(2) Purchase with stock	 	 	4,804	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(2,334	)	
 	 	 	12/13/2007	 	 	(2) Purchase	 	 	40,196	 	
 	 	 	 	 	 	(2) Sale	 	 	(40,196	)	
 	 	 	 	 	 	 	 	 	 	 	
James D. Ramsdell	 	 	03/27/2006	 	 	(2) Purchase with stock	 	 	5,432	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(3,079	)	
 	 	 	05/19/2006	 	 	(2) Purchase with stock	 	 	4,804	 	
 	 	 	 	 	 	(2) Tendered stock for payment	 	 	(2,917	)	
 	 	 	12/08/2006	 	 	(2) Purchase	 	 	15,196	 	
 	 	 	 	 	 	(2) Canceled for taxes	 	 	(2,400	)	
 	 	 	 	 	 	(2) Sale	 	 	(12,796	)	
 	 	 	04/05/2007	 	 	(2) Purchase	 	 	25,000	 	
 	 	 	04/05/2007	 	 	(2) Sale	 	 	(25,000	)	
 	 	 	 	 	 	 	 	 	 	 	
Cynthia M. Battista	 	 	Various in 2005	 	 	Purchased through 401(k)	 	 	20	 	
 	 	 	Various in 2006	 	 	Purchased through 401(k)	 	 	106	 	
 	 	 	Various in 2007	 	 	Purchased through 401(k)	 	 	76	 	
 	 	 	05/23/2007	 	 	Exchange within the 401(k)	 	 	(217	)	
 	 	 	 	 	 	 	 	 	 	 	
Julie A. Cox	 	 	Various in 2005	 	 	Purchased through 401(k)	 	 	26	 	
 	 	 	Various in 2006	 	 	Purchased through 401(k)	 	 	104	 	
 	 	 	Various in 2007	 	 	Purchased through 401(k)	 	 	74	 	
 	 	 	 	 	 	 	 	 	 	 	
James C. Welch	 	 	Various in 2005	 	 	Purchased through 401(k)	 	 	6	 	
 	 	 	Various in 2006	 	 	Purchased through 401(k)	 	 	21	 	
 	 	 	07/18/2006	 	 	Exchange within the 401(k)	 	 	(55	)	
 	 	 	Various in 2007	 	 	Purchased through 401(k)	 	 	6	 	
 	 	 	04/05/2007	 	 	Exchange within the 401(k)	 	 	(22	)	

 

			
(1)	 	For “Shares acquired per Retainer Policy,” this line item refers to the Company’s Retainer Policy for Non-Employee Directors. The above non-employee directors were paid 300 shares of Common Stock each quarter. Common Stock issued to non-employee directors is nontransferable until the later of two years from issuance or six months after the recipient’s cessation of service as a director of the Company. For “Purchase — Dividend Reinvestment,” the director/employee elected to reinvest the dividends paid on the Common Stock to purchase shares of common stock. For “Purchased through 401(k),” the employee elected to purchase, via monthly contributions, Common Stock as one of their investment choices within the 401(k). For “Exchange within the 401(k),” the employee elected to rebalance their 401(k) investments by either an exchange out of or into the Common Stock investment fund.	
 		
(2)	 	Represents the exercise of stock options that were awarded under the 1997 Award and Option Plan. Payment of the exercise price and taxes, if applicable, may be in cash or by tendering shares of Common Stock. For example, on February 7, 2007, Mr. Tanski elected to exercise 25,000 nonqualified stock options and pay the exercise cost with shares he already owned and elected to pay cash for his tax liability. He gave the Company 13,050 shares to receive 25,000 shares back. His Common Stock ownership increased by the net new shares of 11,950 (25,000 less shares he tendered of 13,050).	
 		
(3)	 	Represents the shares that were used to pay the tax liability on 25,000 shares of restricted stock that vested on March 5, 2007.	
Information Regarding Arrangements with Certain Participants
     As to be described in further detail in the proxy statement, the Company’s executive officers are parties to employment continuation and noncompetition agreements with the Company. These agreements may require the Company to make or provide certain payments and benefits to these executive officers in the event of a “change in control.” Further detail regarding the employment continuation and noncompetition agreements will be described in the proxy statement under the heading “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL.”
     Except as may be described in the proxy statement, to the best of the Company’s knowledge, neither any participant nor any of their respective associates or affiliates (together, the “Participant Affiliates”), is either a party to any transaction or series of transactions since October 1, 2006, (i) to which the Company or any of its subsidiaries was or is to be a party, (ii) in which the amount involved exceeds $120,000, and (iii) in which any participant or any Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as may be described in the proxy statement, to the best of the Company’s knowledge, no participant nor any Participant Affiliate has entered into any agreement or understanding with any person respecting any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party.
     Except as may be described in the proxy statement, to the best of the Company’s knowledge, there are no contracts, arrangements or understandings by any of the participants or any Participant Affiliate within the past year with any person with respect to any of the Company’s securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantee against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. Except as may be described in the proxy statement, to the best of the Company’s knowledge, no participant nor any Participant Affiliate has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting.