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

IN THE MATTER OF
NATIONAL FUEL GAS COMPANY                      CERTIFICATE
FILE NO. 70-8109                               PURSUANT TO
                                               RULE 24

(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 Declaration, as amended, of National Fuel Gas Company ("National"), in the above file, and pursuant to the Order dated March 5, 1993 of the Securities and Exchange Commission with respect thereto.
The following individuals, during the period April 1, 1997 through June 30, 1997, exercised Incentive Stock Options ("ISO's") or Non-Qualified Stock Options ("NSO'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

James A. Beck        ISO   8/29/95  $27.9375   4/21/97       800       -0-
Richard Hare         ISO   6/15/93   31.50     6/10/97     3,174     2,331
James S. Smyczynski  ISO   8/29/95   27.9375   6/17/97       100       -0-	

These were the only exercises of options pursuant to the National Fuel Gas Company 1993 Award and Option Plan during the period April 1, 1997 - June 30, 1997.
On April 4, 1997, the Compensation Committee of the Board of Directors of National awarded stock options pertaining to 71,680 shares of National's common stock pursuant to the National Fuel Gas Company 1993 Award and Option Plan ("Plan"), to the following 6 individuals:

    Name            Number of options granted

J. P. Pawlowski            22,000
G. T. Wehrlin              22,000
B. H. Hale                 22,000
R. G. Butterson             2,000
C. W. Lee                   2,180
R. J. Dauer                 1,500	

In witness WHEREOF, National has caused this
certificate to be executed this 8th day of July, 1997.

By /s/ Philip C. Ackerman
       Philip C. Ackerman

     Senior Vice President