UNITED STATES OF AMERICA	
 	Before the	 	
				
SECURITIES AND EXCHANGE COMMISSION
____________________________________________
 
 	In the Matter of	
 
NATIONAL FUEL GAS COMPANY	ELEVENTH	 	
NATIONAL FUEL GAS DISTRIBUTION CORPORATION	CERTIFICATE	 	
NATIONAL FUEL GAS SUPPLY CORPORATION	PURSUANT TO	
HORIZON ENERGY DEVELOPMENT, INC.	RULE 24	 	
 	AND ITS SUBSIDIARIES	 	
								
HIGHLAND FOREST RESOURCES, INC.
LEIDY HUB, INC.
DATA-TRACK ACCOUNT SERVICES, INC.
SENECA RESOURCES CORPORATION
 	AND ITS SUBSIDIARIES	
HORIZON LFG, INC.
NATIONAL FUEL RESOURCES, INC.
HORIZON POWER, INC.
 
File No. 70-10074
(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 subsidiaries, National Fuel Gas Distribution Corporation (“Distribution Corporation”), National Fuel Gas Supply Corporation (“Supply Corporation”), Horizon Energy Development, Inc. (“Horizon Energy”) and its subsidiaries, Highland Forest Resources, Inc. (“Highland”), Leidy Hub, Inc. (“Leidy”), Data-Track Account Services, Inc. (“Data-Track”), Seneca Resources Corporation (“Seneca”) and its subsidiaries, Horizon LFG, Inc. (“Horizon LFG”), National Fuel Resources, Inc. (“NFR”) and Horizon Power, Inc. (“Power”) (collectively, the “Subsidiaries”), in their Application-Declaration on Form U-1, as amended (“Application-Declaration”), in SEC File No. 70-10074, have been carried out in accordance with the terms and conditions of, and for the purposes as represented by, said Application-Declaration and the Order of the Securities and Exchange Commission (“Commission”) (HCAR No. 35-27600, dated November 12, 2002) with respect thereto.

 
 
1.         EXTERNAL FINANCING BY NATIONAL
 
 	a.	Common Stock	
 
During the quarter ended September 30, 2005 (the “Quarter”), National issued the following shares of common stock through the following plans:

Name Of Plan	Number of Newly Issued Shares	Number of Shares Purchased in Open Market	
 	 	 	
Direct Stock Purchase and Dividend Reinvestment Plan	-0-	70,124	
 	 	 	
Tax Deferred Savings
Plans (401(k))	-0-	93,416

Employee Stock Ownership Plan	-0-	8,038	
 	 	 	
1997 Award & Option Plan	548,286	-0-	
 	 	 	
1993 Award & Option Plan	159,466	-0-	
 	 	 	
1984 Stock Plan	-0-	-0-	
 	 	 	
1983 Incentive Stock Option Plan	-0-	-0-	
 	 	 	
Retainer Policy for
Outside Directors	2,100	-0-	
 	 	 	
Total	709,852	171,578	

Aggregate gross consideration received upon issuance of shares: $15,599,684.
 
Other than as set forth above, National did not issue or sell any common stock during the Quarter. National did not issue any common stock as consideration in connection with any acquisition during the Quarter.
 
During the Quarter, the Compensation Committee of the Board of Directors of National did not award any stock appreciation rights, stock options, restricted stock, performance units, performance shares or other common stock-based awards.
 
 	b.	Preferred Securities  	
 
 	National has no preferred securities outstanding.	

 
 
c.         Long-term Debt
 
 	National did not issue any long-term debt during the Quarter.	
 
 	d.	Stock Purchase Contracts and Stock Purchase Units	
 
National did not issue any stock purchase contracts or stock purchase units during the Quarter.
 
 	e.	Short-term Debt	
 
 	(1)	Short-term Notes	
 
National issued short-term notes (in all cases having maturities of no more than 270 days) to banks or other financial institutions during the Quarter. The maximum amount of such notes outstanding at any time during the Quarter was $5,800,000.
 
 	(2)	Commercial Paper	
 
National sold commercial paper during the Quarter through Merrill Lynch Money Markets, Inc., J.P. Morgan Securities Inc. and/or Goldman, Sachs & Co. The maximum amount of commercial paper outstanding at any time during the Quarter was $0.00.
 
 	(3)	Total Short-term Debt	
 
The maximum aggregate amount of short-term debt securities of National outstanding at any time during the Quarter was $5,800,000.
 
2.	FINANCING SUBSIDIARIES AND SPECIAL PURPOSE SUBSIDIARIES	
 
National did not organize any new Financing Subsidiaries or Special Purpose Subsidiaries during the Quarter. National’s Financing Subsidiaries and Special Purpose Subsidiaries are as follows:

 	Seneca Player Corp.	3062782 Nova Scotia Co.
 	3062783 Nova Scotia Co.	
Balance sheet account where investment and cost booked	fully consolidated into National	fully consolidated into National	fully consolidated into National	
Form of organization	corporation	unlimited liability company	unlimited liability company	
Percentage owned by National or a Nonutility Subsidiary	100%	100%	100%	
Identification of other owners if not 100% owned	N/A	N/A	N/A	
Purpose of investment in subsidiary	increase tax efficiencies	increase tax efficiencies	increase tax efficiencies	

 

 

Securities authorized to be issued	1,000 shares of common stock	1,000,000 shares, in such classes, and with such rights and conditions, as directors may determine	1,000,000 shares, in such classes, and with such rights and conditions, as directors may determine	
 
Information regarding National’s investments in these subsidiaries is filed confidentially pursuant to Rule 104(b).
 
3.	FINANCING BY SUBSIDIARIES	
 
Distribution Corporation issued short-term debt securities through the system money pool (“Money Pool”) as set forth below under Section 4. The Nonutility Subsidiaries did not engage in financing transactions other than exempt transactions.
 
4.	MONEY POOL	
 
During the Quarter, National coordinated the borrowing requirements of certain Subsidiaries through the money pool. For each participant in the Money Pool, the following table lists the maximum amount of borrowings through, and the maximum amount of investments made in, the Money Pool during the Quarter:
 
 	Maximum Borrowings Through Money Pool ($)	Maximum Investments in Money Pool ($)	
National	n/a	36,200,000	
Distribution Corporation	142,300,000	0	
Supply Corporation	30,200,000	0	
Horizon Energy	n/a	143,500,000	
Highland	31,800,000	0	
Leidy	0	100,000	
Data-Track	0	500,000	
Seneca	0	78,000,000	
Horizon LFG	39,900,000	0	
NFR	3,600,000	30,900,000	
Power	n/a	0	
 
The annual interest rates applied to Money Pool borrowings and investments during the Quarter are set forth in Exhibit 1 hereto, which is incorporated herein by reference.

5.	GUARANTEES	
 
During the Quarter, National renewed one guarantee at an increased amount of $8,000,000 on behalf of NFR. National also renewed two letters of credit, each with respect to the obligations of Distribution Corporation and Supply Corporation, in the amounts of $7,335,110 and $2,700,000
 
The maximum amount of guarantees and credit support that National had outstanding on behalf of its Subsidiaries at any time during the Quarter was $610,077,466. The guarantees and

 
credit support relate primarily to: (i) obligations under derivative financial instruments, which are included on the consolidated balance sheet in accordance with Statement of Financial Accounting Standards No. 133; (ii) NFR obligations to purchase gas or to purchase gas transportation/storage services where the amounts due on those obligations each month are included on National’s consolidated balance sheet as a current liability; and (iii) other obligations which are reflected on National’s consolidated balance sheet. National believes that the likelihood it would be required to make payments under the guarantees is remote.
 
6.	HEDGING TRANSACTIONS	
 
During the Quarter, National did not enter into any Interest Rate Hedges or Anticipatory Hedges.
 
7.	CHANGES IN CAPITAL STRUCTURE OF MAJORITY-OWNED NONUTILITY SUBSIDIARIES	
 
 	None.	
 
8.	NONUTILITY SUBSIDIARY REORGANIZATIONS	
 
 	None.	
 
9.	OTHER ITEMS	
 
 	National filed a Form U-6B-2 on August 29, 2005.	
 
National’s consolidated balance sheet as of September 30, 2005 will be included in National’s Form 10-K for the fiscal year ended September 30, 2005 and is incorporated herein by reference.
 
Distribution Corporation’s balance sheet as of September 30, 2005 is set forth in Exhibit 2 hereto, which is incorporated herein by reference and filed confidentially pursuant to Rule 104(b).

 
 
SIGNATURES
 
Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Certificate pursuant to Rule 24 to be signed on their behalf by the undersigned thereunto duly authorized.
 
NATIONAL FUEL GAS COMPANY
 
By:       /s/ P. C. Ackerman                  
 	P. C. Ackerman	 	
 	Chairman, President & CEO	
 
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
 
By:       /s/ D. J. Seeley                                    
 	D. J. Seeley	
 	President	 	
 
NATIONAL FUEL GAS SUPPLY CORPORATION
 
By:       /s/ D. F. Smith                                    
 	D. F. Smith	
 	President	 	
 
HORIZON ENERGY DEVELOPMENT, INC.
 
By:       /s/ P. C. Ackerman                  
 	P. C. Ackerman	
 	President	 	
 
HIGHLAND FOREST RESOURCES, INC.
 
By:       /s/ J. A. Beck                          
 	J. A. Beck	
 	President	 	

 
 
LEIDY HUB, INC.
 
By:       /s/ P. C. Ackerman                  
 	P. C. Ackerman	
 	Chairman	 	
 
DATA-TRACK ACCOUNT SERVICES, INC.
 
By:       /s/ P. C. Ackerman                  
 	P. C. Ackerman	
 	President	 	
 
SENECA RESOURCES CORPORATION
 
By:       /s/ J. A Beck                            
 	J. A. Beck	
 	President	 	
 
HORIZON LFG, INC.
 
By:       /s/ D. A. Wassum                    
 	D. A. Wassum	 	
 	Assistant Vice President	
 
NATIONAL FUEL RESOURCES, INC.
 
By:       /s/ D. L. DeCarolis                  
 	D. L. DeCarolis	 	
 	President and Secretary	
 
HORIZON POWER, INC.
 
By:       /s/ D. A. Wassum                    
 	D. A. Wassum	 	
 	Assistant Vice President	

Dated: November 28, 2005

 

EXHIBIT 1
 
Money Pool Interest Rates
 
The interest rate applied to Money Pool borrowings is the same for all participants that borrow through the Money Pool. The interest rate applied to Money Pool investments is the same for all participants that invest in the Money Pool.
 
Money Pool Daily Interest Rates
 
 	 	Interest Rate	Interest Rate	
Date	 	Applied to	Applied to	
 	 	Borrowings	Investments	
 	 	 	 	
7/1/2005	 	3.60%	3.60%	
7/2/2005	 	3.60%	3.60%	
7/3/2005	 	3.60%	3.60%	
7/4/2005	 	3.60%	3.60%	
7/5/2005	 	3.60%	3.60%	
7/6/2005	 	3.32%	3.32%	
7/7/2005	 	3.32%	3.32%	
7/8/2005	 	3.37%	3.37%	
7/9/2005	 	3.37%	3.37%	
7/10/2005	 	3.37%	3.37%	
7/11/2005	 	3.39%	3.39%	
7/12/2005	 	3.30%	3.30%	
7/13/2005	 	3.30%	3.30%	
7/14/2005	 	3.33%	3.33%	
7/15/2005	 	3.42%	3.42%	
7/16/2005	 	3.42%	3.42%	
7/17/2005	 	3.42%	3.42%	
7/18/2005	 	3.37%	3.37%	
7/19/2005	 	3.37%	3.37%	
7/20/2005	 	3.37%	3.37%	
7/21/2005	 	3.37%	3.37%	
7/22/2005	 	3.39%	3.39%	
7/23/2005	 	3.39%	3.39%	
7/24/2005	 	3.39%	3.39%	
7/25/2005	 	3.40%	3.40%	
7/26/2005	 	3.40%	3.40%	
7/27/2005	 	3.40%	3.40%	
7/28/2005	 	3.43%	3.43%	
7/29/2005	 	3.43%	3.43%	
7/30/2005	 	3.43%	3.43%	
7/31/2005	 	3.43%	3.43%	

 

 

Money Pool Daily Interest Rates
 
 	 	Interest Rate	Interest Rate	
Date	 	Applied to	Applied to	
 	 	Borrowings	Investments	
 	 	 	 	
8/1/2005	 	3.43%	3.43%	
8/2/2005	 	3.48%	3.48%	
8/3/2005	 	3.48%	3.48%	
8/4/2005	 	3.48%	3.48%	
8/5/2005	 	3.48%	3.48%	
8/6/2005	 	3.48%	3.48%	
8/7/2005	 	3.48%	3.48%	
8/8/2005	 	3.52%	3.52%	
8/9/2005	 	3.52%	3.52%	
8/10/2005	 	3.52%	3.52%	
8/11/2005	 	3.53%	3.53%	
8/12/2005	 	3.53%	3.53%	
8/13/2005	 	3.53%	3.53%	
8/14/2005	 	3.53%	3.53%	
8/15/2005	 	3.50%	3.50%	
8/16/2005	 	3.50%	3.50%	
8/17/2005	 	3.50%	3.50%	
8/18/2005	 	3.50%	3.50%	
8/19/2005	 	3.50%	3.50%	
8/20/2005	 	3.50%	3.50%	
8/21/2005	 	3.50%	3.50%	
8/22/2005	 	3.56%	3.56%	
8/23/2005	 	3.55%	3.55%	
8/24/2005	 	3.55%	3.55%	
8/25/2005	 	3.55%	3.55%	
8/26/2005	 	3.60%	3.60%	
8/27/2005	 	3.60%	3.60%	
8/28/2005	 	3.60%	3.60%	
8/29/2005	 	3.60%	3.60%	
8/30/2005	 	3.60%	3.60%	
8/31/2005	 	3.61%	3.61%	

 

 

Money Pool Daily Interest Rates
 
 	 	Interest Rate	Interest Rate	
Date	 	Applied to	Applied to	
 	 	Borrowings	Investments	
 	 	 	 	
9/1/2005	 	3.64%	3.64%	
9/2/2005	 	3.64%	3.64%	
9/3/2005	 	3.64%	3.64%	
9/4/2005	 	3.64%	3.64%	
9/5/2005	 	3.64%	3.64%	
9/6/2005	 	3.64%	3.64%	
9/7/2005	 	3.63%	3.63%	
9/8/2005	 	3.63%	3.63%	
9/9/2005	 	3.62%	3.62%	
9/10/2005	 	3.62%	3.62%	
9/11/2005	 	3.62%	3.62%	
9/12/2005	 	3.65%	3.65%	
9/13/2005	 	3.65%	3.65%	
9/14/2005	 	3.65%	3.65%	
9/15/2005	 	3.70%	3.70%	
9/16/2005	 	3.70%	3.70%	
9/17/2005	 	3.70%	3.70%	
9/18/2005	 	3.70%	3.70%	
9/19/2005	 	3.73%	3.73%	
9/20/2005	 	3.75%	3.75%	
9/21/2005	 	3.75%	3.75%	
9/22/2005	 	3.74%	3.74%	
9/23/2005	 	3.74%	3.74%	
9/24/2005	 	3.74%	3.74%	
9/25/2005	 	3.74%	3.74%	
9/26/2005	 	3.75%	3.75%	
9/27/2005	 	3.78%	3.78%	
9/28/2005	 	3.77%	3.77%	
9/29/2005	 	3.77%	3.77%	
9/30/2005	 	3.80%	3.80%