File No. 70-8385
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
U-1
AMENDMENT NO. 1
 (POST-EFFECTIVE)

UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Names of companies filing this statement and addresses of
principal executive offices:

Seneca Resources Corporation  Empire Exploration, Inc.
10 Lafayette Square           14 Lafayette Square, Suite 1200
Buffalo, New York 14203       Buffalo, New York 14203	

Name of Top Registered Holding Company:
NATIONAL FUEL GAS COMPANY
Names and Addresses of Agent for Service:

James R. Peterson, Esq.,      Ronald J. Tanski, Secretary
Senior Attorney               Empire Exploration, Inc.
Seneca Resources Corporation  14 Lafayette Square,
10 Lafayette Square           Suite 1200
Buffalo, New York 14203       Buffalo, New York 14203	

It is respectfully requested that the Commission send copies of
all notices, orders and communications to:
James R. Peterson
10 Lafayette Square
Buffalo, New York 14203
Item 1. Description of Proposed Transaction.
Seneca Resources Corporation ("Seneca") and Empire Exploration, Inc. ("Empire") are both wholly owned subsidiaries of National Fuel Gas Company ("National"). Neither Seneca nor Empire are "natural gas companies" under the Natural Gas Act of 1938 nor are they public utilities. In addition, neither National, nor any of the subsidiaries of National other than Seneca and Empire, join in the Post-Effective Amendment to the Application-Declaration on file in this proceeding.
The Commission in this proceeding approved the merger of Empire into Seneca pursuant to HCAR No. 35-26036 (April 26, 1994), File No. 70-8385, 56 SEC Docket (CCH) pp. 1557-1558 (the "Order"). The applicants anticipate that this merger will become effective on July 1, 1994.
Pursuant to HCAR No. 35-25964 (December 29, 1993), File No. 70-8297, 55 SEC Docket (CCH) pp. 2148-2151 (the "Money Pool Order"), both Empire and Seneca have been, and continue to be, participants in the National Fuel System Money Pool ("Money Pool"). Empire may borrow from the Money Pool in a maximum principal amount at any one time outstanding of $30 million through December 31, 1995, and Seneca may borrow from the Money Pool in a maximum principal amount at any one time outstanding of $100 million through December 31, 1995.
Both the application in this proceeding and the Order were silent as to what effect the Order would have on borrowing from the Money Pool. The applicants therefore respectfully request that the Commission authorize the Money Pool limits of both Empire and Seneca to be combined to reflect the merger. This post-effective amendment does not seek to increase the total amount of money which can be borrowed by all subsidiaries from the Money Pool. It seeks only to allocate Empire's approved borrowing limit of $30 million to Seneca, for a total Seneca borrowing limit of $130 million, in order to reflect the merger of the two subsidiaries.
Other than this reallocation of borrowing limits, all terms and conditions of the Money Pool Order would continue to apply to transactions between the Applicants and the Money Pool after Commission approval of this Post-Effective Amendment. Interested persons should refer to the Money Pool Order for more information.
Item 2. Fees, Commissions and Expenses.
None
Item 3. Applicable Statutory Provisions.
The statutory provisions applicable to the Money Pool are as follows: Sections 6(a), 7, 9(c), 10, 12(b) and 12(f) of the Public Utility Holding Company Act and Rules 23, 24, 40(a),
42(b)(2), 43, 45, and 49(d).
Rules 23 and 24 apply to the processing of this application/declaration, and to the terms and conditions applicable to this application/declaration, respectively. The applicability of each of the other sections and rules to each of the proposed transactions are shown in the following table:

Proposed Transaction          Applicable Provisions

Issuance of short-term        Sec. 6(a)(1)
notes by Participating        Sec. 7
Subsidiaries to Money Pool.   Rule 43

Investment of proceeds        Sec. 9(a)
from Money Pool borrowing     Sec. 10(a)
by Seneca and Empire          Sec. 11(b)(1)
in prospect areas.            Rule 49(d)

Short-term investment of      Sec. 12(b), 12(f)
excess funds by               Rule 45
Participating Subsidiaries
in Money Pool.

Short-term investment of      Sec. 9(a), 9(c)
excess funds by               Rule 40(a)
Participating Subsidiaries
in other securities.

Repayment of borrowed         Rule 42(b)(2)
funds by Participating
Subsidiaries to Money Pool.	

To the extent that the proposals herein are considered by the SEC to require authorization, approval or exemption under any section of the Act or provision of the rule or regulations other than those specifically referred to herein, request for such authorization, approval, or exemption is hereby made.
Item 4. Regulatory Approval.
No federal regulatory authority, other than the SEC, as jurisdiction over the proposals. No state regulatory authority has jurisdiction over the proposed transactions.
Item 5. Procedure.
The SEC is requested to issue an order permitting the Application-Declaration to become effective as soon as possible with respect to consummation of the transactions described herein.
National respectfully requests that the SEC's orders herein be entered pursuant to the provisions of Rule 23. If a hearing is ordered, Applicant-Declarant waives a recommended decision by a hearing officer, or any other responsible officer of the SEC, and agree that the Division of Investment Management, Office of Public Utility Regulation may assist in the preparation of the SEC's decision and/or order; and request that the SEC's order become effective upon issuance.
Item 6. Exhibits and Financial Statements.
The following exhibits and financial statements are made a part of this statement:
(a) Exhibits
F Opinion of the Legal Departments of Empire and Seneca.
G Form of notice
(b) Financial Statements
Pro Forma Condensed Balance Sheets of Parent and subsidiaries, Seneca and Empire as of March 31, 1994.
Pro Forma Condensed Statements of Income and Earnings Reinvested in the Business for Parent and subsidiaries, Seneca and Empire, for the 12 months ended March 31, 1994.
Notes to the Financial Statements (incorporated by reference as indicated).
There have been no material changes not in the ordinary course of business since March 31, 1994.
Item 7. Information as to Environmental Effects.
The proposed transactions outlined herein involve no action which will significantly affect the quality of the environment.
No federal agency has prepared or is preparing an environmental impact statement with respect to the transactions proposed in the Application-Declaration.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment to the application-declaration to be signed on their behalf by the undersigned thereunto duly authorized.

Dated:    June 27, 1994

                              SENECA RESOURCES CORPORATION

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

EMPIRE EXPLORATION, INC.

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

JAMES R. PETERSON
 10 Lafayette Square
Buffalo, New York 14203
Exhibit F (a)
June 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: Seneca Resources Corporation
Empire Exploration, Inc.
Gentlemen:
This opinion relates to the joint application or declaration filed on November 12, 1991, Post-Effective Amendment No. 1 filed herewith under the Public Utility Holding Company Act of 1935, as amended, regarding the combination of the amounts eligible to be borrowed from the Money Pool by both Empire Exploration, Inc. ("Empire") and Seneca Resources Corporation ("Seneca"), both subsidiaries of National Fuel Gas Company ("National"), to reflect the merger of Empire into Seneca (the "Merger"), we are of the opinion that:
1. Empire is a corporation organized and duly existing under the laws of the State of New York.
2. Seneca is a corporation organized and duly existing under the laws of the State of Pennsylvania.
3. If the aforementioned transactions are approved by the Boards of Directors of Empire and Seneca, or duly authorized committees thereof and are consummated in accordance with the application or declaration, and the order of the Securities and Exchange Commission thereon:
(a) all state laws applicable to the proposed transactions will have been complied with;
(b) If the Boards of Directors of Empire and Seneca approve the issuance and sale of the short-term notes to be issued by said corporations, National will legally acquire said short-term notes; and
(c) the legal right of the holders of any securities issued by National or any associate company thereof will not have been violated.
I am a member of the New York Bar and do not hold myself out as an expert on the laws of any other state. Accordingly, in giving this opinion, I have relied, as to all matters governed by the laws of Pennsylvania, upon the opinion of Richard M. DiValerio, Esq., Pennsylvania counsel for National's subsidiaries, and as to matters governed by the laws of New Jersey, upon the opinion of Stryker, Tams & Dill, both of which opinions are filed as exhibits to the application or declaration.
I consent to the use of this opinion as an exhibit to the application or declaration.
Very truly yours,

/s/ James R. Peterson

James R. Peterson	

RICHARD M. DIVALERIO
 10 Lafayette Square
Buffalo, New York 14203
Exhibit F (b)
June 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: Seneca Resources Corporation
Empire Exploration, Inc.
Gentlemen:
This opinion relates to the joint application or declaration filed on November 12, 1991, Post-Effective Amendment No. 1 filed herewith under the Public Utility Holding Company Act of 1935, as amended, regarding the combination of the amounts eligible to be borrowed from the Money Pool by both Empire Exploration, Inc. ("Empire") and Seneca Resources Corporation ("Seneca"), both subsidiaries of National Fuel Gas Company ("National"), to reflect the merger of Empire into Seneca (the "Merger"), we are of the opinion that:
1. Empire is a corporation organized and duly existing under the laws of the State of New York.
2. Seneca is a corporation organized and duly existing under the laws of the State of Pennsylvania.
3. If the aforementioned transactions are approved by the Boards of Directors of Empire and Seneca, or duly authorized committees thereof and are consummated in accordance with the application or declaration, and the order of the Securities and Exchange Commission thereon:
(a) all state laws applicable to the proposed transactions will have been complied with;
(b) If the Boards of Directors of Empire and Seneca approve the issuance and sale of the short-term notes to be issued by said corporations, National will legally acquire said short-term notes; and
(c) the legal right of the holders of any securities issued by National or any associate company thereof will not have been violated.
I am a member of the Pennsylvania Bar and do not hold myself out as an expert on the laws of any other state. Accordingly, in giving this opinion, I have relied, as to all matters governed by the laws of New York, upon the opinion of James R. Peterson, Esq., New York counsel for National's subsidiaries, and as to matters governed by the laws of New Jersey, upon the opinion of Stryker, Tams & Dill, both of which opinions are filed as exhibits to the application or declaration.
I consent to the use of this opinion as an exhibit to the application or declaration.
Very truly yours,

/s/ Richard M. DiValerio

Richard M. DiValerio	

Stryker, Tams & Dill
Two Penn Plaza East
Newark, NJ 07105
Charles H. Friedrich, III
Exhibit F (c)
June 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: Seneca Resources Corporation
Empire Exploration, Inc.
Form U-1 Application-Declaration File No. 70-8385
Ladies and Gentlemen:
This opinion relates to the joint application or declaration filed on or about November 12, 1991 (the "Application-Declaration"), as amended by Post-Effective Amendment No. 1 filed on or about the date hereof (the "Amendment"), by Empire Exploration, Inc. ("Empire") and Seneca Resources Corporation ("Seneca"), two wholly-owned subsidiaries of National Fuel Gas Company ("National"), under the Public Utility Holding Company Act of 1935, as amended.
The Amendment seeks authorization for (i) the reallocation to Seneca of the borrowing limit under the National Fuel System Money Pool (the "Money Pool") heretofore approved for Empire, i.e., $30 million, in HCAR 35-25964 (December 29, 1993) in File No. 70-8297 (the "Money Pool Order"), and (ii) the resulting increase in the borrowing limit of Seneca under the Money Pool from $100 million, as heretofore approved in the Money Pool Order, to $130 million. That requested authorization derives from the pending merger of Empire with and into Seneca (the "Merger"), as heretofore approved by HCAR No. 35-26036 (April 26, 1994).
Based upon the foregoing and subject to the qualification hereinafter set forth, we are of the opinion that:
1. National is a corporation duly organized and validly existing under the laws of the State of New Jersey.
2. If (i) the proposed transactions are approved by the Board of Directors of National and consummated in accordance with the Application-Declaration, as amended by the Amendment, and the orders of the Securities and Exchange Commission thereon,
(ii) the respective Boards of Directors of National, Empire and Seneca approve the Merger, (iii) the respective Boards of Directors of National and Seneca approve the increased borrowing authority of Seneca under the Money Pool and all authorizations and approvals from appropriate governmental and regulatory authorities, if required in connection therewith, are obtained, and (iv) the borrowings by Seneca under the Money Pool are appropriately documented and evidenced on the books of Seneca and the contemplated consideration therefor is received:
(A) All laws of the State of New Jersey applicable to the proposed transactions will have been complied with;
(B) Insofar as New Jersey law is applicable, National will legally acquire the obligations of Seneca representing Money Pool borrowings; and
(C) The legal rights of the holders of any securities issued by National will not have been violated.
In rendering the opinions expressed in subparagraphs 2(B) and 2(C), we have assumed that the Money Pool borrowings of Seneca will not have maturities in excess of, nor be renewable or extendable at the option of Seneca to a date more than, twelve
(12) months from their respective dates of issuance or incurrence.
We consent to the use of this opinion as an exhibit to the Amendment.
Very truly yours,

/s/ Stryker, Tams & Dill

STRYKER, TAMS & DILL	

Exhibit G-1
PROPOSED NOTICE (Rule 22(f))
SECURITIES AND EXCHANGE COMMISSION
 (Rel. No. 35- )
Seneca Resources Corporation and Empire Exploration, Inc.
Notice of Proposed Intra-System Borrowings Through Money Pool;
June 27, 1994
Notice is hereby given that the following filing has been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application or declaration for complete statements of the proposed transactions described below. The application or declaration and any amendments thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by __________________ to the Secretary, Securities and Exchange Commission, Washington. D.C. 20549, and serve a copy on the applicants at the addresses specified above. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the proposal, as filed or as amended, may be authorized.
For the Commission, by the Division of Investment Management, pursuant to delegated authority.
Seneca Resources Corporation ("Seneca"), 10 Lafayette Square, Buffalo, New York 14203 and Empire Exploration, Inc. ("Empire"), 10 Lafayette Square, Buffalo, New York 14203 are both wholly owned non-utility subsidiaries of National Fuel Gas Company ("National"), a registered holding company, have filed a Post-Effective Amendment to the Application-Declaration on file in this proceeding pursuant to Sections 6(a), 7, 9(c), 10, 12(b) and 12(f) of the Public Utility Holding Company Act and Rules 23, 24, 40(a), 42(b)(2), 43, 45, and 49(d). The Commission in this proceeding approved the merger of Empire into Seneca pursuant to HCAR No. 35-26036 (April 26, 1994), File No. 70-8385, 56 SEC Docket (CCH) pp. 1557-1558 (the "Order"). The applicants anticipate that this merger will become effective on July 1, 1994.
Pursuant to HCAR No. 35-25964 (December 29, 1993), File No. 70-8297, 55 SEC Docket (CCH) pp. 2148-2151 (the "Money Pool Order"), both Empire and Seneca have been, and continue to be, participants in the National Fuel System Money Pool ("Money Pool"). Empire may borrow from the Money Pool in a maximum principal amount at any one time outstanding of $30 million through December 31, 1995, and Seneca may borrow from the Money Pool in a maximum principal amount at any one time outstanding of $100 million through December 31, 1995.
Both the application in this proceeding and the Order were silent as to what effect the Order would have on borrowing from the Money Pool. The applicants therefore are requesting that the Commission authorize the Money Pool limits of both Empire and Seneca be combined to reflect the merger. This post- effective amendment does not seek to increase the total amount of money which can be borrowed by all subsidiaries from the Money Pool. It seeks only to allocate Empire's approved borrowing limit of $30 million to Seneca, for a total Seneca borrowing limit of $130 million, in order to reflect the merger of the two subsidiaries.
Other than this reallocation of borrowing limits, all terms and conditions of the Money Pool Order would continue to apply to transactions between the Applicants and the Money Pool after Commission approval of this Post-Effective Amendment.

PAGE 1
Seneca Resources Corporation ("Seneca") and Empire Exploration, Inc.
("Empire")
are wholly-owned subsidiaries of National Fuel Gas Company ("National"). National proposes to merge Empire into Seneca. The following condensed financial statements assume that the merger of Empire into Seneca occurred as of March 31, 1994.
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET AS OF MARCH 31, 1994
(UNAUDITED)
(THOUSANDS OF DOLLARS)

                                                  Adjustments
                                      National     Dr. (Cr.)     Pro Forma

ASSETS

PROPERTY, PLANT AND EQUIPMENT        $2,070,661                  $2,070,661
LESS - ACCUMULATED DEPRECIATION,
       DEPLETION AND AMORTIZATION       571,864                     571,864
                                      1,498,797             0     1,498,797
CURRENT ASSETS                          337,467            (4)(a)   337,463
OTHER ASSETS                            212,938                     212,938
                                     $2,049,202           ($4)   $2,049,198

CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
         COMMON STOCK                   $37,097                     $37,097
         PAID IN CAPITAL                373,937                     373,937
         EARNINGS REINVESTED IN THE
            BUSINESS                    382,951             4 (a)   382,947
                                        793,985             4       793,981
LONG TERM DEBT, NET OF
   CURRENT PORTION                      478,417                     478,417
TOTAL CAPITALIZATION                  1,272,402             4     1,272,398
CURRENT LIABILITIES                     424,714                     424,714
OTHER LIABILITIES                       352,086                     352,086
                                     $2,049,202            $4    $2,049,198	

SEE NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
PAGE 2
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)

                                                  Adjustments
                                      National     Dr. (Cr.)     Pro Forma

OPERATING REVENUES                   $1,118,226                  $1,118,226

OPERATING EXPENSES:
         PURCHASED GAS                  482,416                     482,416
         OPERATION EXPENSE              267,770             4 (a)   267,774
         MAINTENANCE                     27,045                      27,045
         PROPERTY, FRANCHISE &
            OTHER TAXES                 101,218                     101,218
         DEPRECIATION, DEPLETION &
            AMORTIZATION                 71,465                      71,465
         INCOME TAXES - NET              48,245                      48,245
                                        998,159             4       998,163

OPERATING INCOME                        120,067             4       120,063
OTHER INCOME                              3,963                       3,963

INCOME BEFORE INTEREST CHARGES          124,030             4       124,026

INTEREST CHARGES:
         INTEREST ON LONG-TERM
            DEBT                         36,668                      36,668
         OTHER INTEREST                  11,608                      11,608
                                         48,276             0        48,276

INCOME BEFORE CUMULATIVE EFFECT         $75,754            $4       $75,750
CUMULATIVE EFFECT OF CHANGE IN
   ACCOUNTING FOR INCOME TAXES            3,826                       3,826

NET INCOME AVAILABLE FOR COMMON
   STOCK                                $79,580            $4       $79,576

EARNINGS REINVESTED IN THE BUSINESS
   BALANCE AT APRIL 1, 1993             359,965                     359,965
                                        439,545             4       439,541
   DIVIDENDS ON COMMON STOCK             56,594                      56,594
   BALANCE AT MARCH 31, 1994           $382,951            $4      $382,947

EARNINGS PER COMMON SHARE
   INCOME BEFORE CUMULATIVE EFFECT        $2.08
   CUMULATIVE EFFECT OF CHANGE IN
      ACCOUNTING FOR INCOME TAXES         $0.11
   NET INCOME AVAILABLE FOR COMMON
      STOCK                               $2.19

WEIGHTED AVG. COMMON SHARES
   OUTSTANDING                       36,410,456	

SEE NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

PAGE 3
NATIONAL FUEL GAS COMPANY
PRO FORMA ADJUSTING JOURNAL ENTRIES
AS OF MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)

                                                     DEBIT         CREDIT
            (a)

FEES & EXPENSES                                            $4
         CASH                                                            $4
To record the estimated expenses associated with the
merger of Empire into Seneca.	

PAGE 4
NATIONAL FUEL GAS COMPANY
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 57 to 88 of National Fuel Gas Company's September 30, 1993 Form 10-K are incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 8 to 15 of National Fuel Gas Company's March 31, 1994 Form 10-Q are incorporated herein by reference.
3) Analysis of Investments in Associated Companies at March 31, 1994 (thousands of dollars):

                                       Par or                     Earnings                Total Investment
                                    Stated Value                Reinvested in  Unremitted   in Associated
                                         of           Paid      the Business   Earnings      Companies
                                     Subsidiary        in            at        Since            at
                                       Stock        Capital     Acquisition   Acquisition       Equity
Registrant:
         Distribution Corporation       $59,171      $121,668        $4,636    $226,674        $412,149
         Supply Corporation              25,345         6,562         2,453     125,217         159,577
         Penn-York                       29,332                                   2,521          31,853
         Seneca Resources                   500        92,245             6     (22,557)         70,194
         Leidy Hub                            4         1,038                      (457)            585
         Empire Exploration                  15        11,714                     4,997          16,726
         Highland                             5           445                     3,508           3,958
         UCI                                  1         5,959                    (1,877)          4,083
         Data-Track                           1           499                        80             580
         National Fuel Resources             10         3,490                     1,720           5,220
         Consolidating Adjustment                                                15,525          15,525
                                        114,384       243,620         7,095     355,351         720,450
         Supply Corporation:
            Empire Exploration                             61                                        61
                                       $114,384      $243,681        $7,095    $355,351        $720,511	

PAGE 5
EMPIRE EXPLORATION, INC.
PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 1994
 (UNAUDITED)
(Thousands of Dollars)

                                                  Adjustments
                                       Empire      Dr. (Cr.)     Pro Forma
ASSETS

PROPERTY, PLANT AND EQUIPMENT           $87,685      ($87,685)(a)        $0

LESS - ACCUMULATED DEPRECIATION,
        DEPLETION AND AMORTIZATion       34,776        34,776 (a)         0
                                         52,909       (52,909)            0
CURRENT ASSETS                            3,256        (3,256)(a)         0

OTHER ASSETS                                612          (612)(a)         0

                                        $56,777      ($56,777)           $0

CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
         COMMON STOCK                       $15           $15 (a)        $0
         PAID IN CAPITAL                 11,775        11,775 (a)         0
         EARNINGS REINVESTED IN THE
            BUSINESS                      4,997         4,997 (a)         0

                                         16,787        16,787             0
LONG-TERM DEBT, NET OF
   CURRENT PORTION                            0                           0
TOTAL CAPITALIZATION                     16,787        16,787             0
CURRENT LIABILITIES                      26,023        26,023 (a)         0

OTHER LIABILITIES                        13,967        13,967 (a)         0

                                        $56,777       $56,777            $0	

SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
PAGE 6
EMPIRE EXPLORATION, INC.
PRO FORMA CONDENSED STATEMENTS OF INCOME
AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
 (UNAUDITED)
(Thousands of Dollars)

                                                  Adjustments
                                       Empire      Dr. (Cr.)     Pro Forma

OPERATING REVENUES                      $10,549       $10,549 (b)        $0

OPERATING EXPENSES:
         PURCHASED GAS                      647          (647)(b)         0
         OPERATION EXPENSE                3,036        (3,036)(b)         0
         MAINTENANCE                          0                           0
         PROPERTY, FRANCHISE &
            OTHER TAXES                     238          (238)(b)         0
         DEPRECIATION, DEPLETION &
            AMORTIZATION                  3,565        (3,565)(b)         0
         INCOME TAXES - NET               1,000        (1,000)(b)         0
                                          8,486        (8,486)            0

OPERATING INCOME                          2,063         2,063             0
OTHER INCOME                                  0             0             0

INCOME BEFORE INTEREST CHARGES            2,063         2,063             0

INTEREST CHARGES:
         INTEREST ON LONG-TERM
            DEBT                              0                           0
         OTHER INTEREST                     613          (613)(b)         0
                                            613          (613)            0

INCOME BEFORE CUMULATIVE EFFECT          $1,450        $1,450            $0
CUMULATIVE EFFECT OF CHANGE IN
   ACCOUNTING FOR INCOME TAXES            1,266         1,266 (b)         0

NET INCOME AVAILABLE FOR COMMON
   STOCK                                 $2,716        $2,716            $0

EARNINGS REINVESTED IN THE BUSINESS
   BALANCE AT APRIL 1, 1993               2,281         4,997 (a)         0
                                                       (2,716)(b)
                                          4,997         4,997             0
   DIVIDENDS ON COMMON STOCK                  0                           0
   BALANCE AT MARCH 31, 1994             $4,997        $4,997            $0

SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
PAGE 7
EMPIRE EXPLORATION, INC.
PRO FORMA ADJUSTING ENTRIES
AS OF MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)

                                                     DEBIT         CREDIT
            (a)
COMMON STOCK                                              $15
PAID IN CAPITAL                                       $11,775
EARNINGS REINVESTED IN THE BUSINESS                    $4,997
CURRENT LIABILITIES                                   $26,023
OTHER LIABILITIES                                     $13,967
ACCUMULATED DEPR., DEPLETION & AMORTIZATION           $34,776
         PROPERTY, PLANT & EQUIPMENT                                $87,685
         CURRENT ASSETS                                              $3,256
         OTHER ASSETS                                                  $612	

To eliminate the balance sheet accounts of Empire as they will be merged into Seneca.

            (b)
OPERATING REVENUES                                    $10,549
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
   FOR INCOME TAXES                                    $1,266
         PURCHASED GAS                                                 $647
         OPERATION EXPENSE                                           $3,036
         PROPERTY, FRANCHISE & OTHER TAXES                             $238
         DEPRECIATION, DEPLETION & AMORTIZATION                      $3,565
         INCOME TAXES - NET                                          $1,000
         INTEREST CHARGES                                              $613	

NET INC. AVAIL. FOR COMMON STOCK (Ret. Earnings) $2,716 To eliminate the income statement accounts of Empire for the 12 months ending March 31, 1994 as they will be merged into Seneca.
PAGE 8
EMPIRE EXPLORATION, INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 57 to 88 of National Fuel Gas Company's September 30, 1993 Form 10-K are incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 8 to 15 of National Fuel Gas Company's March 31, 1994 Form 10-Q are incorporated herein by reference.
PAGE 9
SENECA RESOURCES CORPORATION
PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)

                                                  Adjustments
                                       Seneca      Dr. (Cr.)     Pro Forma
ASSETS

PROPERTY, PLANT AND EQUIPMENT          $341,163       $87,685 (a)  $428,848

LESS - ACCUMULATED DEPRECIATION,
        DEPLETION AND AMORTIZATION      127,025       (34,776)(a)   134,851
                                                       28,111 (d)
                                                         (381)(e)
                                                         (780)(f)
                                        214,138        79,859       293,997
CURRENT ASSETS                           10,530         3,256 (a)    13,782
                                                           (4)(c)
OTHER ASSETS                              1,376           612 (a)     1,988
                                       $226,044       $83,723      $309,767

CAPITALIZATION AND LIABILITIES

CAPITALIZATION:
         COMMON STOCK                      $500                        $500
         PAID IN CAPITAL                 92,245       (11,790)(a)   104,035
         EARNINGS REINVESTED IN THE
            BUSINESS                    (22,551)       (4,997)(a)    (3,751)
                                                            4 (c)
                                                      (16,611)(d)
                                                         (914)(d)
                                                        2,643 (d)
                                                          381 (e)
                                                         (131)(e)
                                                          825 (f)
                                         70,194       (30,590)      100,784
LONG-TERM DEBT, NET OF
   CURRENT PORTION                       80,000                      80,000
TOTAL CAPITALIZATION                    150,194       (30,590)      180,784
CURRENT LIABILITIES                      39,062       (26,023)(a)    65,085
OTHER LIABILITIES                        36,788       (13,967)(a)    63,898
                                                      (13,229)(d)
                                                          131 (e)
                                                          (45)(f)
                                       $226,044      ($83,723)     $309,767	

SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
PAGE 10
SENECA RESOURCES CORPORATION
PRO FORMA CONDENSED STATEMENTS OF INCOME
AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
 (UNAUDITED)
(Thousands of Dollars)

                                                  Adjustments
                                       Seneca      Dr. (Cr.)     Pro Forma

OPERATING REVENUES                      $48,655      ($10,549)(b)   $59,204

OPERATING EXPENSES:
         PURCHASED GAS                      382           647 (b)     1,029
         OPERATION EXPENSE               14,102         3,036 (b)    17,142
                                                            4 (c)
         MAINTENANCE                         10                          10
         PROPERTY, FRANCHISE &
            OTHER TAXES                   1,489           238 (b)     1,727
         DEPRECIATION, DEPLETION &
            AMORTIZATION                 18,445         3,565 (b)    25,034
                                                        2,643 (d)
                                                          381 (e)
         INCOME TAXES - NET                 967         1,000 (b)       922
                                                         (914)(d)
                                                         (131)(e)
                                         35,395        10,469        45,864

OPERATING INCOME                         13,260           (80)       13,340
OTHER INCOME                                 88                          88

INCOME BEFORE INTEREST CHARGES           13,348           (80)       13,428

INTEREST CHARGES:
         INTEREST ON LONG-TERM
            DEBT                          5,472                       5,472
         OTHER INTEREST                     292           613 (b)       905
                                          5,764           613         6,377
INCOME BEFORE CUMULATIVE EFFECT          $7,584          $533        $7,051
CUMULATIVE EFFECT OF CHANGE IN
   ACCOUNTING FOR INCOME TAXES            2,600        (1,266)(b)     3,866

NET INCOME AVAILABLE FOR COMMON
   STOCK                                $10,184         ($733)      $10,917

EARNINGS REINVESTED IN THE BUSINESS
   BALANCE AT APRIL 1, 1993             (32,735)       (4,997)(a)   (14,668)
                                                        2,716 (b)
                                                      (16,611)(d)
                                                          825 (f)
                                        (22,551)      (18,800)       (3,751)
   DIVIDENDS ON COMMON STOCK                  0                           0
   BALANCE AT MARCH 31, 1994           ($22,551)     ($18,800)      ($3,751)

SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
PAGE 11
SENECA RESOURCES CORPORATION
PRO FORMA ADJUSTING ENTRIES
AS OF MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)

                                                     DEBIT         CREDIT
            (a)
PROPERTY, PLANT & EQUIPMENT                           $87,685
CURRENT ASSETS                                         $3,256
OTHER ASSETS                                             $612
         ACCUMULATED DEPR, DEPLET & AMORTIZATION                    $34,776
         CURRENT LIABILITIES                                        $26,023
         OTHER LIABILITIES                                          $13,967
         PAID IN CAPITAL                                            $11,790
         EARNINGS REINVESTED IN THE BUSINESS                         $4,997
To merge the assets, liabilities and capital of Empire into Seneca.

            (b)
PURCHASED GAS                                            $647
OPERATION EXPENSE                                      $3,036
PROPERTY, FRANCHISE & OTHER TAXES                        $238
DEPRECIATION, DEPLETION & AMORTIZATION                 $3,565
INCOME TAXES - NET                                     $1,000
INTEREST CHARGES                                         $613
NET INC. AVAIL. FOR COMMON STOCK (Ret. Earnings)       $2,716
         OPERATING REVENUES                                         $10,549
         CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
            FOR INCOME TAXES                                         $1,266
To merge the income statement of Empire into Seneca.

            (c)
FEES & EXPENSES                                            $4
         CASH                                                            $4
To record the estimated expenses associated with the
merger of Empire into Seneca.

            (d)
ACCUMULATED DEPRECIATION, DEPLETION & AMORTIZATION    $28,111
DEPRECIATION, DEPLETION & AMORTIZATION EXPENSE         $2,643
         EARNINGS REINVESTED IN THE BUSINESS                        $16,611
         ACC. DEFERRED INCOME TAX LIABILITY (Other Liabilities)     $13,229
         DEFERRED INCOME TAX EXPENSE                                   $914	

To eliminate the full cost write down for Seneca and Empire. Since all exploration and production has been consolidated into Seneca, the full cost pool on a consolidated basis does not exceed the ceiling limit.

            (e)
DEPRECIATION, DEPLETION & AMORTIZATION EXPENSE           $381
ACC. DEFERRED INCOME TAX LIABILITY (Other Liabilities)   $131
         ACC. DEPRECIATION, DEPLETION & AMORTIZATION                   $381
         DEFERRED INCOME TAX EXPENSE                                   $131
To record the current year consolidated DD & A adjustment on Seneca's
books since all exploration and production activity has been
merged into Seneca.

            (f)
EARNINGS REINVESTED IN THE BUSINESS                      $825
         ACC. DEF. INCOME TAX LIABILITY (Other Liabilities)             $45
         ACC. DEPRECIATION, DEPLETION & AMORTIZATION                   $780
To record the prior year's impact of the consolidated DD & A
adjustment on Seneca's books since all exploration and production
activity has been merged into Seneca.	

PAGE 12
SENECA RESOURCES CORPORATION
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 57 to 88 of National Fuel Gas Company's September 30, 1993 Form 10-K are incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 8 to 15 of National Fuel Gas Company's March 31, 1994 Form 10-Q are incorporated herein by reference.