File No. 70-____
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
FORM U-1
APPLICATION OR DECLARATION
under
the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
National Fuel Gas Company
 10 Lafayette Square
Buffalo, New York 14203
(Registered Holding Company)
(Name of company filing this statement
and address of principal executive office)

Philip C. Ackerman         James R. Peterson, Esq.    Robert J. Reger, Jr., Esq.
Senior Vice President      Assistant Secretary        Reid & Priest LLP
National Fuel Gas Company  National Fuel Gas Company  40 West 57th Street
10 Lafayette Square        10 Lafayette Square        New York, New York 10019
Buffalo, New York  14203   Buffalo, New York 14203

                     (Names and addresses of agents for service)	

Item 1. Description of Proposed Transactions
National Fuel Gas Company ("National") is a public
utility holding company registered under the Public Utility
Holding Company Act of 1935 ("Act"), and is in the business of
owning and holding all of the outstanding securities of twelve
subsidiary companies. The National Fuel Gas system is
principally engaged in the natural gas business, including
exploration, production, purchasing, marketing, gathering,
transmission, storage and distribution.
In December, 1997, the Board of Directors of National plans
to adopt resolutions amending Article Fourth of National's
Restated Certificate of Incorporation, as amended
("Certificate"), to (i) increase the number of authorized shares
of Common Stock from 100,000,000 shares, $1.00 par value per
share, to 200,000,000 shares, $1.00 par value per share, (ii) to
eliminate National's existing 3,200,000 shares of authorized but
unissued preferred stock, $25 par value per share, and all
provisions related thereto, and (iii) authorize 10,000,000
shares, par value $1.00 per share, of a new class of preferred
stock ("New Preferred Stock"). The primary purpose of these
amendments is to increase National's financial flexibility. To
effect such amendments to the Certificate, the affirmative vote
of a majority of the votes cast by the holders of the shares
outstanding and entitled to vote on such amendments at National's
Annual Meeting of Stockholders scheduled for February 26, 1998
will be necessary. The exact language of the proposed amendments
to effect such changes in the Certificate is set forth in
Appendix A to the form of Proxy Statement included in the draft
proxy materials filed herewith as Exhibit A-3.
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An increase in authorized common stock is proposed to insure
that there will be sufficient authorized but unissued shares
available for stock dividends and stock splits, for use in
connection with possible acquisitions, for financing transactions
and for other corporate purposes. Other than with respect to
shares of common stock reserved for issuance pursuant to
National's Dividend Reinvestment Plan, Customer Stock Purchase
Plan and certain long-term incentive and benefit plans,
National's Board of Directors has no present plans with respect
to the issuance of any material amount of additional shares of
common stock. However, the Company periodically reviews various
transactions that could result in the issuance of additional
shares of common stock.
The Certificate provisions permitting the Board of Directors
to issue New Preferred Stock from time to time would allow for
such issuance in one or more series and with such powers,
designations, preferences and relative, participating, optional
or other special rights and qualifications as the Board of
Directors may, in its discretion, subject to such powers,
designations, preferences, rights and qualifications as are
contained in the Certificate, determine, including, but not
limited to, (i) the distinctive designation of such series and
the number of shares to constitute such series; (ii) the
dividends, if any, for such series; (iii) the circumstances and
conditions, if any, under which holders of the shares of such
series would be entitled to exercise voting rights including, for
example, (a) whether the holders of the shares of such series
would be entitled to elect directors of the Company (including
whether such holders would be entitled, in the event of a default
in the payment of dividends to such holders, to elect a majority
of such directors), (b) whether the holders of the shares of such
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series would be entitled to vote upon any amendments to
provisions of the Certificate relating to such series and (c)
whether any such voting rights would be exercisable by such
holders together with the voting rights of the holders of shares
of Common Stock or by a separate class vote; (iv) the terms and
conditions, if any, upon which shares of such stock may be
converted into or exchanged for shares of stock of any other
class or any other series of the same class or any other
securities or assets (including the conversion or exchange price
and including whether such conversion or exchange shall be at the
election of the Company or the holders of such shares); (v) the
right, if any, of the Company to redeem shares of such series and
the terms and conditions of such redemption (including whether
such redemption shall be at the election of the Company or the
holders of such shares); (vi) the retirement or sinking fund
provisions, if any, of shares of such series and the terms and
provisions with respect thereto; (vii) the amount, if any, which
the holders of the shares of such series shall be entitled to
receive in case of a liquidation, dissolution, or winding-up of
National; (viii) the limitations and restrictions, if any, upon
the payment of dividends or the making of other distributions on,
and upon the purchase, redemption, or other acquisition by
National of, National common stock; and (ix) the conditions or
restrictions, if any, upon the creation of indebtedness or upon
the issuance of any additional stock of National.
National believes that availability of the New Preferred
Stock will give National necessary flexibility with respect to
possible acquisitions, financing transactions and other general
corporate purposes. The New Preferred Stock would be available
for issuance, on such terms as the Board of Directors determines,
without further action by the stockholders
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unless such action is required by applicable law or stock
exchange requirements. National has no present plans, agreements
or commitments for the issuance of the New Preferred Stock.
National currently does not have any preferred stock outstanding.
National requests an order pursuant to Rule 62(d)
authorizing it to solicit proxies from its shareholders for the
approval of the aforesaid proposed changes in the capital stock
provisions of its Certificate. Such proxies are being solicited
by National's Board of Directors. The cost of solicitation will
be paid by National. In addition to the use of the mails,
proxies may be solicited on behalf of the directors personally,
or by telephone or telecopy, by employees of National and its
subsidiaries with no special compensation to these employees.
Morrow & Co., Inc., has been retained to assist in the
solicitation of proxies for an estimated fee of $7,500.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
It is estimated that the expenses to be incurred by
National in connection with the proposed transactions are as
follows:

Printing and mailing of proxy material       $115,000

Expenses associated with the Annual
     Meeting of Shareholders                 $ 63,000

Fees and expenses of Chemical
     Mellon Shareholder Services Inc.
     Transfer Agent and Registrar            $ 15,000	

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Morrow & Co., Inc., proxy
     solicitation services fee               $  9,000

Legal Fees (including New Jersey Counsel)    $ 35,000

Miscellaneous out-of-pocket expenses         $ 13,000

                                             $250,000
                                             ========	

ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6(a), 7 and 12(e) of the Act and Rules 62(d)
and 65 are deemed applicable to the amendment of National's
Certificate and the solicitation of proxies for the Annual
Meeting of Shareholders in respect thereof.
To the extent that the proposed transactions are
considered by the Commission to require authorization, approval
or exemptions under any section of the Act or provision of the
rules and regulations other than those specifically referred to
herein, request for such authorization, approval or exemption is
hereby made.
ITEM 4. REGULATORY APPROVAL
No State commission and no other Federal commission has
jurisdiction over the proposed transactions.
ITEM 5. PROCEDURE
Pursuant to the provisions of Rule 62, the Commission
is requested to issue an Order permitting the application or
declaration to become effective on or before December 19, 1997
with respect to the solicitation of proxies from the holders of
National's common stock, in order to allow National sufficient
time for the preparation, printing and timely mailing of proxy
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solicitation materials for National's upcoming Annual Meeting of
Stockholders. The Commission is requested to issue another Order
permitting the application or declaration to become effective on
or before February 26, 1998, with respect to the amendment of the
Certificate.
It is submitted that a recommended decision by a
hearing or other responsible officer of the Commission is not
needed with respect to the proposed transactions. The Office of
Public Utility Regulation of the Division of Investment
Management may assist in the preparation of the Commission's
decision. There should be no waiting period between the issuance
of the Commission's orders and the respective dates on which such
orders are to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
The following exhibits are made a part of this
statement:
(a) Exhibits
A-1 Restated Certificate of Incorporation (Incorporated by reference to Exhibit 10-00, Form 10-K for fiscal year ended September 30, 1991 in File No. 1- 3880; Exhibit EX-3(a), Form 10-K for fiscal year ended September 30, 1992 in File No. 1-3880; Exhibit 3.1 to Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880; and Exhibit 3.2 to Form 10-K for fiscal year ended September 30, 1995 in File No. 1- 3880).
A-2 Bylaws of National, as amended through September 18, 1997.
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A-3 Draft Proposals to be included in Proxy Statement proposed to be used in connection with the Annual Meeting of Shareholders.
*F Opinion of counsel.
H Proposed notice and order filed pursuant to Rule 22(f).
(b) Financial Statements
Not applicable

* To be filed by amendment.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
The proposed transactions that are subject to the
jurisdiction of this Commission have no environmental impact in
and of themselves. No federal agency has prepared or, to
National's knowledge, is preparing an environmental impact
statement with respect to such proposed transactions.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
application or declaration to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL FUEL GAS COMPANY

     By:  /s/ James R. Peterson
          ---------------------
          James R. Peterson
          Assistant Secretary

Date: December 4, 1997	

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EXHIBIT INDEX

    Exhibit            Description
    -------            -----------

      A-1      Restated Certificate of
               Incorporation (Incorporated by
               reference to Exhibit 10-00, Form
               10-K for fiscal year ended
               September 30, 1991 in File No. 1-
               3880; Exhibit EX-3(a), Form 10-K
               for fiscal year ended September 30,
               1992 in File No. 1-3880; Exhibit
               3.1 to Form 10-K for fiscal year
               ended September 30, 1995 in File
               No. 1-3880; and Exhibit 3.2 to Form
               10-K for fiscal year ended
               September 30, 1995 in File No. 1-
               3880).

      A-2      Bylaws of National, as amended
               through September 18, 1997.

      A-3      Draft Proposals to be included in
               Proxy Statement proposed to be used
               in connection with the Annual
               Meeting of Shareholders.

     *F        Opinion of counsel.

      H        Proposed notice and order filed pursuant to Rule
               22(f).

____________________________	

* To be filed by amendment.

Amended 2/21/85 6/19/86 7/07/88 6/14/90 6/18/92 12/8/93 6/09/94 1/01/97 3/20/97 6/19/97 9/18/97
NATIONAL FUEL GAS COMPANY
BY-LAWS

ARTICLE I

Meeting of Stockholders
1. Meetings of stockholders may be held at such place, within or without the State of New Jersey, as may be fixed by the Board of Directors and stated in the notice of the meeting.
2. In 1999 and thereafter, the annual meeting of stockholders shall be held on the third Thursday in February in each year beginning at ten o'clock in the forenoon, local time, unless such day shall be on a holiday, in which event such meeting shall be held at the same hour on the next succeeding business day. In 1998, the Annual Meeting of Stockholders shall be held on Thursday, February 26, 1998 at ten o'clock in the forenoon, local time.
3. Except as otherwise provided by New Jersey law, written notice of the time, place and purpose or purposes of every meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each stockholder of record entitled to vote at the meeting.
4. Unless otherwise provided by statute, all Special Meetings shall be called upon the written request of three or more directors or of stockholders owning one-fourth of the capital stock issued and outstanding.
5. Unless otherwise provided in the Company's Certificate of Incorporation or in New Jersey law, (i) the holders of shares entitled to cast a majority of the votes at any meeting of stockholders shall constitute a quorum at such meeting except that the votes that holders of any class or series of shares are entitled to cast shall not be counted in the determination of a quorum for action to be taken at a meeting with respect to which such class or series has no vote, and
(ii) the holders of shares of any class or series entitled to cast a majority of the votes of such class or series entitled to vote separately on a specified item of business shall constitute a quorum of such class or series for the transaction of such specified item of business.

If a quorum shall not be so represented, the stockholders present at any meeting of stockholders shall have power to adjourn the meeting to another time at the same or at another place. If the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting, it shall not be necessary to give notice of the adjourned meeting unless after the adjournment the Board of Directors fixes a new record date for the adjourned meeting. In the event the Board of Directors fixes such a new record date, a notice of the adjourned meeting shall be given to each stockholder of record at the new record date entitled to notice under Article I paragraph 3 of these By-Laws.
6. At each election of Directors, the proxies and ballots shall be received and all questions respecting the qualification of voters shall be decided by two inspectors, who shall be appointed by the presiding officer of the meeting; provided however, that no candidate for election as Director shall act as inspector. Such inspectors shall be sworn faithfully to perform their duties and shall report in writing the results of the ballot.
ARTICLE II

Board of Directors
1. The Board of Directors shall consist of (i) such number of directors, not less than seven nor more than eleven, as may be determined from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors, and (ii) such directors as may be elected by vote of the holders of shares of preferred stock, when and as provided in the Certificate of Incorporation of the Company. In order to qualify for election as a director, a nominee must be a shareholder of the Company.
2. Subject to the provisions of the Statutes of the State of New Jersey, the Certificate of Incorporation, and the By-Laws of the Corporation, the Board of Directors shall have full and complete management and control of the business and affairs of the Corporation.
3. The Board of Directors may hold its meetings or any adjournment thereof either in the State of New Jersey or elsewhere and keep the books of the Corporation at such places within or without the State of New Jersey as the Board of Directors may from time to time determine.
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4. Meetings of the Board of Directors may be called at the direction of the Chairman of the Board, the President, or any three of the Directors for the time being in office.
5. Notice of any meetings of the Board of Directors shall be given to each Director by mailing the same to him at his last known address, as the same appears upon the records of the Corporation at least five days before the meeting or by telegraphing, telephoning or delivering the same to him personally at least one day before the meeting.
6. At any meeting of the Board of Directors, there may be transacted without special notice, any business within the powers of the Directors to transact, except that of which the Statutes of the State of New Jersey expressly require special notice shall be given.
7. A majority of the Directors in office shall constitute a quorum for the transaction of any business which may properly come before them. If a majority of said Directors shall not be present at any meeting, the Directors present shall have power to adjourn to a day certain, and notice of the adjourned meeting shall be given by mailing the same addressed to each Director at his address as the same appears upon the records of the Corporation, at least two days prior to the adjourned meeting, or by telegraphing, telephoning or delivering the same to him personally at least one day before said adjourned meeting. But, if a majority of the Board of Directors are present, the said meeting, or any adjourned meeting thereof, may be adjourned to a subsequent day; such adjournment may be without notice of such adjournment if such notice is not required by New Jersey Law (as of June 1997, N.J.S.A. 14A:6-10(2)).
8. A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding ("Proceeding") by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of
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another foreign or domestic corporation, or of any partnership, joint venture, sole proprietorship, employee benefit plan, trust or other enterprise, whether or not for profit, to the fullest extent permitted and in the manner provided by the laws of the State of New Jersey.
B. Nothing in this paragraph 8 shall restrict or limit the power of the Corporation to indemnify its employees, agents and other persons, to advance expenses (including attorneys' fees) on their behalf and to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation in connection with any Proceeding.
C. The indemnification provided by this paragraph 8 shall not exclude any other rights to which a person seeking indemnification may be entitled under the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or otherwise. The indemnification provided by this paragraph 8 shall continue as to a person who has ceased to be a director or officer, and shall extend to the estate or personal representative of any deceased director or officer."
9. A. Except with respect to directors whose service as such ceases on or before February 20, 1997, who will continue to receive the previously-effective Director compensation until such time, each Director who is not a regular full-time employee of the Corporation or one or more of its subsidiaries, shall be paid an annual fee of $12,000 in cash and 400 shares of the common stock of the Corporation, payable in equal quarterly increments, in advance (i.e., as of the first business day of the quarter). There will be proration of payments during quarters in which such Director has only partial service. Each such share of stock of the Corporation will be nontransferable until the later of two years from its issuance or six months after such Director's cessation of service.
B. Each Director of the Corporation who is not a regular full-time employee of the Corporation or one or more of its subsidiaries shall also receive a fee of $1,000 for attendance at any meeting of the Board of Directors and a fee of $800 for attendance at any meeting of any committee of the Board of Directors, except that if a Director participates in a committee meeting by telephone, the fee shall be $500.
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Each Director shall be reimbursed for the travel expenses incurred by him or her in attending any meeting of the Board of Directors or any committee of the Board of Directors.
10. Any contract or other transaction between the Corporation or a subsidiary of the Corporation and any other entity shall not be void or voidable because a Director of the Corporation is interested therein if the Corporation has complied with the provisions of any then-applicable New Jersey statute(s) necessary or sufficient to make the transaction not void or voidable, including, as of June 1997, N.J.S.A. 14A:6-8(1).

ARTICLE III

Officers
1. At the first meeting after the annual election, the Board of Directors shall choose a Chairman of the Board and a President, both of whom shall be members of the Board of Directors, and one or more Vice Presidents, a Secretary, a Treasurer and a Controller, who need not be members of the Board of Directors, and who shall hold their respective offices until others are chosen and qualify in their stead. The offices of Secretary and Treasurer may be filled by the same person.
2. In its discretion, the Board of Directors may leave unfilled for such period as it may determine, any office except the offices of the President, Treasurer and Secretary.
3. The Chairman of the Board shall be the Chief Executive Officer of the Corporation. He shall preside at all meetings of the Board of Directors and shall, during the recess of the Board of Directors, have general control and management of the affairs and business of the Corporation. In the absence of the President, he shall preside at stockholders' meetings.
4. In addition to the duties and responsibilities specified in the laws of the State of New Jersey and these By-Laws, the President shall preside at all stockholders' meetings and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. In the absence of the Chairman of the Board, or in the event that there is a vacancy in the office of the Chairman of the Board, the President shall be the Chief Executive Officer of the Corporation and shall perform all the duties of the Chairman of the Board as well as those of President.
5. Each Vice President shall perform such duties as shall from time to time be assigned to him by the Board of Directors, the Chairman of the Board, or the President.
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6. The Secretary, in addition to his statutory duties, shall give proper notice of all meetings of the stockholders and of the Board of Directors. He shall act as Secretary of all meetings of the stockholders and shall perform such other duties as shall from time to time be assigned to him by the Board of Directors or President.
7. The Treasurer, in addition to his statutory duties, shall keep full and accurate accounts of receipts and disbursements of the funds belonging to the Corporation, and shall cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors whenever they may require it, account of all his transactions as Treasurer, and of the financial condition of the Corporation. He shall perform such other duties as shall be assigned to him by the Board or President, and shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may from time to time require.
8. The Controller shall see that adequate records of all assets, liabilities and transactions of the Corporation are maintained; that adequate audits thereof, are currently and regularly made, and in conjunction with other officers, initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with maximum efficiency, safety and economy. He shall also perform all such other duties as usually pertain to the office of Controller. He shall be in all matters subject to the control of and responsible to the Board of Directors alone.
9. The Board of Directors may from time to time appoint such other officers and agents as they may deem necessary or advisable for the transaction of the business of the Corporation, who shall hold their offices during the pleasure of the Board of Directors and perform such duties as may from time to time be designated or assigned to them by said Board of Directors.
10. If the office of the Chairman of the Board, the President, Vice President, Secretary, Treasurer, or Controller or one or more of them becomes vacant for any reason whatsoever, the Board of Directors at any duly convened meeting may, by a majority vote of those present, fill such vacancy and the person elected shall hold office for the unexpired term of such office and until his successor shall be chosen.
11. All officers and agents chosen or appointed by the Board of Directors shall be subject to removal by the Board of Directors at any time with or without cause, and in the case of the absence of any officer or agent of the Corporation, or for any other reason that may seem sufficient to the Board of Directors, the said Board of Directors
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subject to the limitations herein contained and the statutes in such case made and provided, may, without removal, delegate his powers and duties to any other officer or suitable person for such period as it shall deem proper.
12. All duly authorized bonds and debentures of the Corporation shall be signed on behalf of the Corporation by its Chairman of the Board or its President, or one of its Vice Presidents or, if so provided by resolution of the Board of Directors, by one or more of such officers and such other officer or officers designated by the Board of Directors; any or all such signatures may be manual or facsimile signatures, the signature on interest coupons attached to any said bonds or debentures shall be a facsimile signature; and the corporate seal or a facsimile of such seal may be impressed, affixed, imprinted or otherwise reproduced on said bonds and debentures and, if attested, shall be attested by the Corporation's Secretary or Assistant Secretary by manual or facsimile signature. In case any person whose signature (manual or facsimile) appears upon any said bond or debenture or coupons attached thereto shall cease to be an officer of the Corporation, or shall cease to be the officer specified thereon, before the bonds or debentures so signed shall have been authenticated by the trustee under the indenture or other instrument pursuant to which the bonds or debentures are delivered or sold, such bonds or debentures or coupons may nevertheless be adopted by the Corporation, without further action by the Board of Directors, and authenticated and delivered and sold as though the person or persons who so signed or attested such bonds or debentures or coupons had not ceased to be an officer of the Corporation or the officer specified thereof; and any bonds or debentures may be signed as aforesaid; and the seal of the Corporation impressed, affixed, imprinted or otherwise reproduced thereon may be attested on behalf of the Corporation as aforesaid, and coupons attached may be signed as aforesaid by such persons as at the actual date of the execution of the bonds or debentures or coupons shall be the proper officers of the Corporations, although at the time of the date of the bonds or debentures, such persons may not have been officers of the Corporation.
ARTICLE IV

Executive Committee
1. The Directors may appoint an executive committee and one or more other committees of not less than three members to be chosen from among the members of the Board of Directors. Such committees may meet at such times and places as the committee shall, by resolution, determine and it shall make its own rules of procedure. A majority of the members of any such committee shall constitute a quorum.
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2. Except as otherwise provided by Board resolution or statute (as of June 1997, N.J.S.A. 14A:6-9(1)), each such committee shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation at any time when the Board of Directors are not in session. Each such committee shall, however, be subject to the specific directions of the Board of Directors.
3. Each such committee shall keep regular minutes of their transactions and shall cause them to be recorded in books to be kept for that purpose in the office of the Corporation, and shall report the same to the Board of Directors at their regular meetings.
ARTICLE V

Transfer of Shares
1. Except as otherwise provided by statute, shares shall be transferred on the books of the Corporation only by the holder thereof in person or by his attorney upon the surrender and cancellation of the certificate or certificates of a like number of shares, except in case of lost or destroyed certificates, and in that case only after the receipt of a satisfactory bond if required by the Board of Directors.
2. The Board of Directors may appoint a transfer agent and a registrar of transfers, and may require all stock certificates to bear the signatures of either or both.
ARTICLE VI

Fiscal Year
1. The fiscal year of the corporation shall begin on the 1st day of October in each calendar year and end on the 30th day of September of the next succeeding year.
ARTICLE VII

Dividends and Working Capital
1. Before declaring any dividends or making any distribution of profits, the Directors may set apart out of the net profits or out of the surplus of the Corporation as a reserve fund to be used as working capital or for any other proper purpose, such sum or sums as the Directors shall in their discretion deem just and proper and most for the benefit of the Corporation.
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2. Dividends upon the capital stock of the Corporation when declared shall be payable on dates to be determined by the Board of Directors.
ARTICLE VIII

Closing of Transfer Books and
Fixing A Record Book
The Board of Directors may close the stock transfer books of the Corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect.
In lieu of so closing the stock transfer books, the Board of Directors may fix, in advance, a date, not exceeding sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or allotment of rights or exercise of such rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.
ARTICLE IX

Waiver of Notice
1. Any notice required to be given by these By-Laws may be waived by the person entitled thereto.
ARTICLE X

Seal
1. The common corporate seal is and until otherwise ordered by the Board of Directors shall be an impression upon paper or wax bearing the words - "NATIONAL FUEL GAS COMPANY, NEW JERSEY, INCORPORATED 1902".
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ARTICLE XI
Amendment of By-Laws
1. Except as otherwise provided by statute, the Board of Directors shall have power to make, alter or repeal the By-Laws of the Corporation by a vote of a majority of all the Directors at any duly convened meeting of the Board, but any By-Laws so made or otherwise promulgated may be altered or repealed and new By-Laws made by the stockholders at any duly conveyed meeting thereof.

Exhibit A-3
DRAFT PROPOSALS FOR PROXY STATEMENT
PROPOSAL __
AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE
ADDITIONAL SHARES OF COMMON STOCK
The Board of Directors has proposed and declared advisable an amendment (the "Common Stock Amendment") to Article FOURTH of the Company's Restated Certificate of Incorporation, as amended (the "Certificate"), to increase the number of authorized shares of common stock, par value $1.00 per share (the "Common Stock"), from One Hundred Million (100,000,000) shares of Common Stock to Two Hundred Million (200,000,000) shares of Common Stock (the "Common Stock Proposal"). The Board of Directors recommends that the Company's stockholders approve the Common Stock Amendment by voting FOR Proposal __.
If the proposed Common Stock Amendment is adopted by the affirmative vote of a majority of the votes cast by the holders of the outstanding shares of the Company's Common Stock entitled to vote at the Company's Annual Meeting, the proposed Common Stock Amendment will become effective upon the filing of a certificate of amendment with the Secretary of State of the State of New Jersey, which is expected to occur shortly after such stockholder approval. A copy of the proposed Common Stock Amendment is attached as Appendix A hereto and the following description is qualified in its entirety by reference thereto. Appendix B hereto shows how the current Article FOURTH of the Certificate would change if the Common Stock Amendment is approved by the Company's stockholders.
As of December 29, 1997, ______ shares of Common Stock were outstanding and additional shares of Common Stock in an aggregate amount of approximately ______ were reserved for issuance and remained unissued under the Company's Dividend Reinvestment Plan, Customer Stock Purchase Plan and Shareholder Rights Plan and under various long-term incentive and benefit plans, leaving approximately _____ shares of authorized but unissued Common Stock unreserved and available for issuance. If this Common Stock Proposal is approved by the stockholders, the Company will have 200,000,000 shares of authorized Common Stock.
Other than with respect to the shares of Common Stock reserved for issuance as set forth above, the Board of Directors has no present plans with respect to the issuance of any material amount of additional shares of Common Stock. However, the Company periodically reviews various transactions that could result in the issuance of additional shares of Common Stock.
The adoption of this Proposal will not in itself result in the immediate issuance of any additional shares of Common Stock. The increase in the authorized number of shares is intended to provide sufficient authorized but unissued shares for stock dividends and stock splits, for use in connection with acquisitions, for financing transactions and for other corporate purposes.
Approval of Proposal __ will permit the Board of Directors to issue such additional shares without further approval of stockholders and upon such terms and at such times as it may determine unless stockholder approval is required by applicable law or stock exchange requirements. Holders of the Company's securities have no preemptive rights to subscribe to the Company's securities.
The additional shares of Common Stock proposed to be authorized could be issued to a holder who might vote against a proposed merger or sale of assets or other corporate transaction and therefore would be available for use to impede or discourage an attempted takeover of the Company.
Vote Needed for Approval of Additional Shares of Common Stock
Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of the shares outstanding and entitled to vote on this proposal. An abstention or failure to vote (including a broker non-vote) will have no effect on the outcome of the vote.
Board of Directors Recommendation
The Board of Directors believes that adoption of this Proposal is in the best interests of the Company and its stockholders and recommends that the stockholders vote FOR Proposal __, and the accompanying proxy will be so voted, unless a contrary specification is made.
PROPOSAL __
AMENDMENTS OF CERTIFICATE OF INCORPORATION TO AUTHORIZE A NEW
CLASS OF PREFERRED STOCK
The Board of Directors has proposed and declared advisable amendments (the "Preferred Stock Amendments") to Article FOURTH, Article FIFTH and Article SIXTH of the Company's Certificate to authorize Ten Million (10,000,000) shares of a new class of preferred stock, par value $1.00 per share (the "New Preferred Stock"). The Preferred Stock Amendments would also eliminate the Company's existing authorized Three Million Two Hundred Thousand (3,200,000) shares of preferred stock, par value $25 per share (the "Old Preferred Stock"), and all provisions related thereto. There are currently no issued and outstanding shares of Old Preferred Stock. In addition, the Preferred Stock Amendments make certain changes to references to Article FOURTH in other Articles in the Certificate. The Board of Directors recommends that the Company's stockholders approve the Preferred Stock Amendments by voting FOR Proposal __.
If the proposed Preferred Stock Amendments are adopted by the affirmative vote of a majority of the votes cast by the holders of the outstanding shares of the Company's Common Stock entitled to vote at the Company's Annual Meeting, the proposed Preferred Stock Amendments will become effective upon the filing of a certificate of amendment with the Secretary of State of the State of New Jersey, which is expected to occur shortly after such stockholder approval. A copy of the Preferred Stock Amendments is attached as Appendix A hereto and the following description is qualified in its entirety by reference thereto. Appendix B hereto shows how the current Article FOURTH, Article FIFTH and Article SIXTH of the Certificate would change if the Preferred Stock Amendments are approved by the Company's stockholders.
This proposal would add to Article FOURTH of the Certificate provisions authorizing the issuance of 10,000,000 shares of the New Preferred Stock while eliminating provisions authorizing and concerning the Old Preferred Stock. These new provisions would provide that if any series of the New Preferred Stock is created in the manner hereinafter described and the shares of such series are given the right to vote, each holder of shares of such series would be entitled to one vote for each outstanding share of such series of New Preferred Stock held by such holder. Certain provisions of the Certificate currently restrict dividends and other distributions on Common Stock, the incurrence by the Company of additional unsecured debt and certain other actions, so long as any shares of the Old Preferred Stock are outstanding. These provisions would be eliminated if Proposal ___ is adopted. However, as described below, the Board of Directors would be authorized, by the terms of the proposed Preferred Stock Amendments, to impose similar restrictions in connection with any series of the New Preferred Stock that the Board of Directors may create.
In addition, the new provisions would permit the Board of Directors to issue the New Preferred Stock from time to time without the necessity of further action or authorization by the Company's stockholders (unless otherwise required by applicable law or stock exchange requirements) in one or more series and with such powers, designations, preferences and relative, participating, optional or other special rights and qualifications as the Board of Directors may, in its discretion, subject to such powers, designations, preferences, rights and qualifications as are contained in the Certificate, determine, including, but not limited to (a) the distinctive designation of such series and the number of shares to constitute such series;
(b) the dividends, if any, for such series, and whether such dividends, if any, shall be cumulative and/or participating; (c) the circumstances and conditions, if any, under which holders of the shares of such series would be entitled to exercise voting rights including, for example, (i) whether the holders of the shares of such series would be entitled to elect directors of the Company (including whether such holders would be entitled, in the event of a default in the payment of dividends to such holders, to elect a majority of such directors), (ii) whether the holders of the shares of such series would be entitled to vote upon any amendments to provisions of the Certificate relating to such series and (iii) whether any such voting rights would be exercisable by such holders together with the voting rights of the holders of shares of Common Stock or by a separate class vote; (d) the terms and conditions, if any, upon which shares of such stock may be converted into or exchanged for shares of stock of any other class or any other series of the same class or any other securities or assets (including the conversion or exchange price and including whether such conversion or exchange shall be at the election of the Company or the holders of such shares);
(e) the right or obligation, if any, of the Company to redeem shares of such series and the terms and conditions of such redemption (including whether such redemption shall be at the election of the Company or the holders of such shares); (f) the retirement or sinking fund provisions, if any, of shares of such series and the terms and provisions relative to the operation thereof; (g) the amount, if any, which the holders of the shares of such series shall be entitled to receive in case of a liquidation, dissolution, or winding-up of the Company; (h) the limitations and restrictions, if any, upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption, or other acquisition by the Company of, the Company's Common Stock; and (i) the conditions or restrictions, if any, upon the creation of indebtedness or upon the issuance of any additional stock of the Company.
The Board of Directors believes that availability of the New Preferred Stock will give the Company necessary flexibility with respect to possible acquisitions, financing transactions and other general corporate requirements. The Company anticipates using New Preferred Stock when it is not opportune to issue Common Stock or debt due to prevailing market conditions or as may be needed to meet Company capital structure requirements. The Company has not had preferred stock outstanding since 1986. The New Preferred Stock would be available for issuance, on such terms as the Board of Directors determines, without further action by the stockholders unless such action is required by applicable law or stock exchange requirements. The Company is currently authorized to issue 3,200,000 shares of Old Preferred Stock, none of which are issued and outstanding. If this Proposal is approved by the stockholders, the Company will no longer be authorized to issue Old Preferred Stock and will be authorized to issue 10,000,000 shares of New Preferred Stock. The Company has no present plans, agreements or commitments for the issuance of the New Preferred Stock.
The actual effect of the authorization of the New Preferred Stock upon the rights of the holders of Common Stock cannot be stated until the Board of Directors determines the respective rights of the holders of one or more series of the New Preferred Stock. Such effects, however, might include (a) restrictions on dividends on Common Stock if dividends on the New Preferred Stock are in arrears; (b) dilution of the voting power of the Common Stock; (c) restrictions on the rights of the holders of Common Stock to share in the Company's assets upon liquidation due to satisfaction of any liquidation preference granted to the New Preferred Stock; and (d) dilution of rights of the holders of Common Stock to share in the Company's assets upon liquidation if the New Preferred Stock is participating with respect to distributions upon such liquidation.
Under certain circumstances, the relative rights, powers, preferences and limitations determined by the Board of Directors in connection with the issuance of shares of the New Preferred Stock could discourage third parties seeking to effect a takeover or otherwise gain control of the Company. For example, the shares of New Preferred Stock could be issued to purchasers who might support the Board of Directors in opposing a hostile takeover bid or could be used in connection with adopting another shareholder rights plan. The issuance of shares of New Preferred Stock could also have the effect of diluting the stock ownership and voting power of a third party seeking to effect a merger, sale of assets, or similar transaction. In the event and to the extent the proposed amendment could facilitate such actions, it could serve to perpetuate incumbent management and directors. The Board of Directors is not aware, however, of any specific effort or plan to accumulate the Company's securities or to obtain control of the Company by means of a merger, tender offer, solicitation in opposition to management, or otherwise.
The Company already has a number of defensive provisions in its Certificate, including a classified Board of Directors, certain fair price and supermajority Board of Directors voting provisions for business combinations with a 5% or greater stockholder, and a prohibition against taking stockholder action in certain situations without the use of a mailed proxy statement. The Company also currently has a shareholder rights plan, the effect of which may be to discourage attempts to gain control of the Company without the approval of the Board of Directors. This rights plan would not be affected by the proposed authorization of shares of New Preferred Stock.
Vote Needed for Approval of the New Class of Preferred Stock
Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of the shares outstanding and entitled to vote on this proposal. An abstention or failure to vote (including a broker non-vote) will have no effect on the outcome of the vote.
Board of Directors Recommendation
The Board of Directors believes that adoption of this Proposal is in the best interests of the Company and its stockholders and recommends that the stockholders vote FOR Proposal __, and the accompanying proxy will be so voted, unless a contrary specification is made.

Appendix A
I. Article Fourth of the Restated Certificate of Incorporation of National Fuel Gas Company is hereby amended in its entirety to read as follows:1
FOURTH: The total authorized capital stock of this corporation shall consist of Ten Million (10,000,000) shares of Preferred Stock having the par value of One Dollar ($1.00) per share and Two Hundred Million (200,000,000) shares of Common Stock having the par value of One Dollar ($1.00) per share.
The designations and relative rights, preferences and limitations of the different classes of capital stock of this corporation, are as follows:
1. Characteristics of Common Stock and Preferred

Stock.
The Board of Directors shall have the authority to amend this Certificate of Incorporation from time to time to divide the shares of the Preferred Stock into one or more series and to determine the designation, the number, and the special and relative rights, powers, preferences and limitations of the shares of each series so created. For illustrative purposes only, the foregoing power of the Board of Directors shall include, but shall not be limited to, the determination of the following terms:
(a) the maximum number of shares to constitute each such series, which may subsequently be increased or

1. There are two separate proposals being presented to the Company's stockholders for their approval. Appendix A sets forth all of the provisions of Article FOURTH and the changes to Article SIXTH of the Certificate assuming both Proposal ___ and Proposal ___ are approved by the stockholders. If the stockholders approve only Proposal ___, then the phrase "One Hundred Million (100,000,000) shares of Common Stock" in the first paragraph of Article FOURTH of the Certificate will be deleted and replaced by the phrase "Two Hundred Million (200,000,000) shares of Common Stock" and no other changes will be made to Article FOURTH or Article SIXTH. If the stockholders approve only Proposal ___, then the phrase "Three Million Two Hundred Thousand (3,200,000) shares of Preferred Stock having the par value of Twenty-Five Dollars ($25) per share" in the first paragraph of Article FOURTH of the Certificate will be deleted and replaced by the phrase "Ten Million (10,000,000) shares of Preferred Stock having the par value of One Dollar ($1.00) per share", no other changes will be made to the first paragraph of Article FOURTH and all other changes to Article FOURTH and Article SIXTH will be as set forth in Appendix A.

decreased (but not below the number of shares of such series then outstanding) by resolution of the Board of Directors, the distinctive designation thereof and the stated value thereof if different from the par value thereof;
(b) whether the shares of each such series shall have voting rights and, if such shares are given voting rights, the terms of such voting rights, subject to the provisions of paragraph 7 hereof;
(c) the dividend rate or rates, if any, on the shares of each such series or the manner in which such rate or rates shall be determined, the conditions and dates upon which such dividends shall be payable, the preference or relation that such dividends shall bear to the dividends payable on any other class or classes or any other series of capital stock (including whether such dividends shall be participating or non- participating with respect to any other class or classes or any other series of capital stock), whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which any such dividends shall be cumulative;
(d) whether the shares of each such series shall be subject to redemption, and, if made subject to redemption, the time or times, price or prices and other terms, limitations, restrictions or conditions of such redemption, including whether such redemption shall be made at the election of the corporation or the holders of such shares;
(e) the relative amounts, and the relative rights or preferences, if any, of payment in respect of shares of each such series which the holders of shares of each such series shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding-up of the corporation, including whether such rights shall be limited or participating with respect to shares of any other class or classes, or any other series, of capital stock upon the voluntary or involuntary liquidation, dissolution or winding up of the corporation;
(f) whether or not the shares of each such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to which and the manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of each such series for retirement or for other corporate purposes, and the terms and provisions relative to the operation of such retirement or sinking fund;
(g) whether or not the shares of each such series shall be convertible into, or exchangeable for, shares of any other class, classes or series of capital stock, or other securities, whether or not issued by the corporation, and if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange, the method, if any, of adjusting any such price or prices or rate or rates and whether such shares shall be convertible or exchangeable at the election of the corporation or the holders of such shares;
(h) the limitations and restrictions, if any, to be effective while any shares of each such series are outstanding, upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the corporation of, the Common Stock or any other class or classes of stock of the corporation ranking junior to
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the shares of such series either as to dividends or upon liquidation, dissolution or winding-up of the corporation;
(i) the conditions or restrictions, if any, to be effective while any shares of each such series are outstanding, upon the creation of indebtedness of the corporation or upon the issuance of any additional stock (including additional shares of such series or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distribution of assets upon liquidation, dissolution or winding- up of the corporation; and
(j) any other preference, relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall not be inconsistent with law, this Article FOURTH or any amendment creating such series.
Each share of Common Stock shall be equal in all respects to every other share of the Common Stock. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof.
2. Dividends on Preferred Stock.
No holder of outstanding shares of any series of the Preferred Stock shall be entitled to receive any dividends thereon other than the dividends provided therefor pursuant to paragraph 1 hereof.
3. Redemption and Repurchase of Preferred Stock
If, on or before the redemption date with respect to any shares of any series of Preferred Stock that are subject to redemption, as fixed or determined pursuant to paragraph 1 hereof, this corporation shall deposit with a bank, trust company or other financial institution monies necessary for the redemption of such shares, then, notwithstanding that any certificate for such shares so redeemed shall not have been surrendered for cancellation, from and after such redemption date, all rights and preferences with respect to such shares so redeemed shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive, out of the monies so deposited, the amount payable upon redemption of such shares, without interest. Any such monies so deposited by this corporation and unclaimed at the end of six (6) years from such redemption date shall be repaid to this corporation upon its request, after which repayment the holders of the shares so called for redemption shall look only to this corporation for the payment thereof.
Nothing herein contained shall limit any legal right of this corporation to purchase or otherwise acquire any shares of the Preferred Stock to the extent permitted by law. All or any shares of Preferred Stock at any time redeemed, purchased or acquired by this corporation may thereafter, in the discretion of the Board of Directors, be reissued or otherwise disposed of at
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any time or from time to time, to the extent and in the manner now or hereafter permitted by law.
4. Dividends on Common Stock
Subject to the rights and preferences of each series of Preferred Stock, as determined pursuant to paragraph 1 hereof, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock, but only out of funds legally available for the payment of such dividends.
5. Distributions on Common Stock.
In the event of any liquidation, dissolution or winding up of this corporation, and subject to the rights and preferences of each series of Preferred Stock, as determined pursuant to paragraph 1 hereof, all assets and funds of this corporation remaining after paying or providing for the payment of all creditors of this corporation shall be divided among and paid to the holders of the Common Stock according to their respective shares.
6. Preemptive Rights.
No holder of shares of any stock of this corporation of any class now or hereafter authorized shall have any right as such holder to purchase, subscribe for or otherwise acquire any shares of stock of this corporation of any class now or hereafter authorized, or any securities convertible into or exchangeable for any such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire any such shares, whether such shares, certificates, securities, warrants or other instruments be unissued or issued and thereafter acquired by this corporation and whether such shares and other instruments be issued for cash, property, services, or by way of dividends or otherwise.
7. Voting Rights.
At all meetings of the stockholders of this corporation, the holders of shares of Common Stock shall be entitled to one vote for each share of Common Stock held by them respectively except as otherwise expressly provided herein. The holders of shares of Preferred Stock shall have no right to vote and shall not be entitled to notice of any meeting of stockholders of this corporation nor to participate in any such meeting except as otherwise expressly provided herein or in any amendment creating a series of Preferred Stock and except for those purposes, if any, for which said rights cannot be denied or waived under some mandatory provisions of law that shall be controlling. If, and to the extent that, the shares of any series of Preferred Stock are provided voting rights in accordance with the provisions hereof, each holder of shares of such series shall be entitled to one vote for each outstanding share of such series of Preferred Stock held by such holder.
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8. Reclassification, etc.
From time to time, and without limitation of other rights and powers of this corporation as provided by law, this corporation may reclassify its capital stock and may create or authorize one or more classes or kinds of stock ranking prior to or on a parity with or subordinate to the Preferred Stock or may increase the authorized amount of the Preferred Stock or of the Common Stock or of any other class of stock of this corporation or may amend, alter, change or repeal any of the rights, privileges, terms and conditions of shares of the Preferred Stock or of any series thereof then outstanding or of shares of the Common Stock or of any other class of stock of this corporation, upon such vote, given at a meeting called for that purpose, of its stockholders then entitled to vote thereon as may be provided by law; provided that the consent of the holders of shares of the Preferred Stock (or of any series thereof) required by the provisions of any amendment creating any series of Preferred Stock or by applicable law, if any such consent be so required, shall have been obtained; and provided further that the rights, privileges, terms and conditions of shares of Common Stock shall not be subject to amendment, alteration, change or repeal without such vote (given by written consent, or by vote at a meeting called for that purpose), of the holders of Common Stock as may be provided by law.
9. Consideration for Shares
To the extent permitted by law, this corporation may, at any time, and from time to time, issue and dispose of any of the authorized and unissued shares of the Preferred Stock and Common Stock for such consideration as may be fixed by the Board of Directors, or as may be determined in accordance with a general formula established by the Board of Directors, or at not less than such minimum consideration as the Board of Directors may authorize.
II. Paragraph 4(k) of Article FIFTH of the Restated Certificate of Incorporation of the National Fuel Gas Company is hereby amended in its entirety to read as follows:
(k) "Subsidiary" shall mean any corporation a majority of the voting shares of which are at the time owned by this corporation or by other subsidiaries of this corporation or by this corporation and other subsidiaries of this corporation.
III. The phrase "voting separately as a class, pursuant to paragraph 10 of Article FOURTH hereof" in the first paragraph of Article SIXTH of the Restated Certificate of Incorporation of National Fuel Gas Company is hereby deleted and replaced by the words "voting separately from the Common Stock as provided in any amendment creating any series of Preferred Stock".
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IV. The last paragraph of Article SIXTH of the Restated Certificate of Incorporation of National Fuel Gas Company is hereby amended in its entirety to read as follows:
Notwithstanding the foregoing and except as otherwise provided by law, whenever the holders of shares of Preferred Stock shall have the right, voting separately from the Common Stock, to elect directors of this corporation, the number, election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms and provisions of any amendment creating any series of Preferred Stock; and such directors so elected shall not be divided into classes pursuant to this Article SIXTH. During the prescribed term of office of any such directors, the Board of Directors shall consist of such directors in addition to the number of directors determined as provided in the first paragraph of this Article SIXTH.
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Appendix B
[ ] Indicates deleted text
=== Indicates added text
I. Changes to Article FOURTH of the Restated Certificate of Incorporation of National Fuel Gas Company:
FOURTH: The total authorized capital stock of this
[Corporation] corporation shall consist of [Three] Ten Million

[Two Hundred Thousand (3,200,000)] (10,000,000) shares of

Preferred Stock having the par value of [Twenty-Five Dollars ($25)] One Dollar ($1.00) per share and [One] Two

Hundred Million [(100,000,000)] (200,000,000) shares of Common

Stock having the par value of One Dollar ($1.00) per share.
The designations and relative rights, preferences and limitations of the different classes of capital stock of this corporation, are as follows:
1. Characteristics of Common Stock and Preferred

Stock.

The Board of Directors shall have the authority to

amend this Certificate of Incorporation from time to time to

divide the shares of the Preferred Stock [may be divided into and

issued in] into one or more series[, from time to time, as herein

provided. Each series shall be designated so as to distinguish the shares thereof from] and to determine the designation, the

number, and the special and relative rights, powers, preferences

and limitations of the shares of [all other series. All shares of

the Preferred Stock of all series shall be of equal rank and all shares of any particular series of the Preferred Stock shall be identical except as to] each series so created. For

illustrative purposes only, the foregoing power of the Board of

Directors shall include, but shall not be limited to, the

determination of the following terms:

(a) the maximum number of shares to constitute

each such series, which may subsequently be increased or

decreased (but not below the number of shares of such series then

outstanding) by resolution of the Board of Directors, the

distinctive designation thereof and the stated value thereof if

different from the par value thereof;

(b) whether the shares of each such series shall

have voting rights and, if such shares are given voting rights,

the terms of such voting rights, subject to the provisions of

paragraph 7 hereof;

(c) the dividend rate or rates, if any, on the

shares of each such series or the manner in which such rate or

rates shall be determined, the conditions and dates upon which

such dividends shall be payable, the preference or relation that

such dividends shall bear to the dividends payable on any other

class or classes or any other series of capital stock (including

whether such dividends shall be participating or non

participating with respect to any other class or classes or any

other series of capital stock), whether such dividends shall be

cumulative or noncumulative, and if cumulative, the date or

dates from which any such dividends [thereon] shall be cumulative

[as provided in paragraph 2 hereof. The];

(d) whether the shares of [the Preferred Stock of

different] each such series shall be subject to redemption, and,

if made subject to redemption, the time or times, [may vary as to

the following terms, which shall be fixed in the case of each series, at any time prior to the issuance of the shares thereof, in the manner provided in paragraph 7 hereof;
(a) The annual dividend rate or rates for the particular series and the date from which dividends shall be cumulative on all shares of such series issued on or prior to the record date for the first dividend for such series;
(b) The redemption] price or prices and other terms,

limitations, restrictions or conditions of such redemption,

including whether such redemption shall be made at the election

of the corporation or the [for the particular series;

(c) The terms and amount or amounts per share for the particular series payable to the] holders [thereof upon any] of such

shares;

(e) the relative amounts, and the relative rights

or preferences, if any, of payment in respect of shares of each

such series which the holders of shares of each such series shall

be entitled to receive upon the voluntary or involuntary

liquidation, dissolution or winding-up of [this] the corporation,

[which may be different for] including whether such rights shall

be limited or participating with respect to shares of any other

class or classes, or any other series, of capital stock upon the

voluntary [and] or involuntary liquidation, dissolution or winding

up[, but the amount payable to the Holders or any particular] of

the corporation;

(f) whether or not the shares of each such

series [upon any voluntary liquidation, dissolution or winding up shall always be equal] shall be subject to the operation of a

retirement or sinking fund and, if so, the extent to which and

the manner in which any such retirement or [then current

redemption price for shares of that series;

(d) The terms and amount of any] sinking fund [provided for] shall be applied to the purchase or redemption of [shares of

the particular series except to the extent fixed in paragraph 3 below; and] the shares of each such series for retirement or for

other corporate purposes, and the terms and provisions relative

to the operation of such retirement or sinking fund;

[(e) The conversion, participating or] (g)

whether or not the shares of each such series shall be

convertible into, or exchangeable for, shares of any other class,

classes or series of capital stock, or other securities, whether

or not issued by the corporation, and if so convertible or

exchangeable, the price or prices or the rate or rates of

conversion or exchange, the method, if any, of adjusting any such

price or prices or rate or rates and whether such shares shall be

convertible or exchangeable at the election of the corporation or

the holders of such shares;

(h) the limitations and restrictions, if any, to

be effective while any shares of each such series are

outstanding, upon the payment of dividends or the making of other

distributions on, and upon the purchase, redemption or other

acquisition by the corporation of, the Common Stock or any other

class or classes of stock of the corporation ranking junior to

the shares of such series either as to dividends or upon

liquidation, dissolution or winding-up of the corporation;

(i) the conditions or restrictions, if any, to be

effective while any shares of each such series are outstanding,

upon the creation of indebtedness of the corporation or upon the

issuance of any additional stock (including additional shares of

such series or of any other class) ranking on a parity with or

prior to the shares of such series as to dividends or

distribution of assets upon liquidation, dissolution or winding

up of the corporation; and

(j) any other preference, relative,

participating, optional or other special rights, and the

qualifications, limitations [(including refunding limitations)] or restrictions thereof, [if any, of the particular] as shall

not be inconsistent with law, this Article FOURTH or any

amendment creating such series.

Each share of [the] Common Stock shall be equal in all respects to every other share of the Common Stock. The Common

Stock shall be subject to the express terms of the Preferred

Stock and any series thereof.

2. Dividends on Preferred Stock.

[The holders] No holder of outstanding shares of [each]

any series of the Preferred Stock shall be entitled [in

preference to the holders of the Common Stock to receive, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, dividends, at the annual dividend rate for the particular series fixed therefor, payable quarterly on January 15, April 15, July 15, and October 15 of each year. The dividends on all shares of all series of Preferred Stock shall be cumulative. No dividends shall be declared on any series of the Preferred Stock for any dividend period unless there shall be declared on all shares of all series of the Preferred Stock, at the time outstanding, dividends in the same proportion to the sum which would be payable on said shares if all dividends were paid in full. In case of all shares of each particular series, the dividends on shares of such series shall be cumulative,]
[(a) if issued on or prior to the record date for the first dividend on the shares of such series, then from the date for the particular series fixed therefor as herein provided;]
[(b) if issued during the period commencing after the record date for a dividend on shares of such series and terminating at the close of the payment date for such dividend, then from such dividend payment date; or]
[(c) otherwise from the dividend payment date next preceding the date of issue of such shares;]
[so that unless dividends on all outstanding shares of each series of the Preferred Stock shall have been paid or declared and set apart for payment for all past dividend periods, no dividends shall be paid or declared and no other distribution shall be made
(other than dividends or distributions payable in Common Stock)
on the Common Stock, and no Common Stock shall be Purchased or otherwise acquired for value by this corporation. Any accumulation of dividends on the Preferred Stock shall not bear interest. The holders of the Preferred Stock of any series shall not be entitled] to receive any dividends thereon other than the dividends [referred to in this] provided therefor pursuant to

paragraph [2] 1 hereof.

3. Redemption and Repurchase of Preferred Stock[.]

[This corporation, by action of its Board of Directors, may redeem the whole or any part of any series of the Preferred Stock, at any tine or from time to time (subject to any terms of a particular series restricting refunding or redemption thereof at the redemption price of the shares of the particular series fixed therefor as herein provided, which shall include unpaid accumulated dividends, if any, to the date of such redemption. Notice of every such redemption shall, at least thirty (30) days and not more than ninety (90) days prior to the date fixed for such redemption, be mailed to the holders of record of the shares of the Preferred Stock so to be redeemed, at their respective addresses as the same shall appear on the books of this corporation; but, no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of the Preferred Stock so to be redeemed. In case of the redemption of a part only of any series of the Preferred Stock at the time outstanding, this corporation shall select by lot or pro rata, in such manner as the Board of Directors may determine, the shares so to be redeemed. The Board of Directors shall have full power and authority, subject to time limitations and provisions herein contained, to prescribe the manner in which and the terms and conditions upon which the] If, on or before the redemption date

with respect to any shares of any series of [the] Preferred Stock

[shall be redeemed from time to time. If on or before the] that

are subject to redemption [date specified in such notice all

funds necessary for such redemption shall have been set apart by] , as fixed or determined pursuant to paragraph 1 hereof, this

corporation[, separate and aside from its other funds,] shall

deposit with a bank, trust company or other financial institution

monies necessary for the [account of the holders of the shares to

be redeemed, so as to De and continue to be available therefor] redemption of such shares, then, notwithstanding that any

certificate for such shares so [called for redemption] redeemed

shall not have been surrendered for cancellation, from and after
[the date fixed for] such redemption[, the shares represented

thereby shall no longer be deemed outstanding, and] date, all

rights and preferences with respect to such shares so [called for redemption] redeemed shall forthwith on such redemption date

cease and terminate, except only the right of the holders thereof to receive, out of the [funds] monies so [set apart]

deposited, the amount payable upon redemption [thereof, without

interest, provided, however, that this corporation may, after giving notice of any such redemption as hereinbefore provided or after giving to the bank or trust company hereinafter referred to irrevocable authorization to give such notice, and, at any time prior to the reception date specified in such notice, deposit, for the account of the holders of the shares to be redeemed, funds necessary for such redemption with a bank or trust company doing business in the Borough of Manhattan, City and State of New York, designated in such notice of reception, and, upon such deposit all shares with respect to which such deposit shall have been made shall no longer be deemed to be outstanding, and all rights and preferences with respect to such shares so called for redemption shall forthwith cease and terminate, except only the right of the holders thereof to receive, out of the funds so deposited, from and after the date of such deposit, the amount payable upon the redemption thereof, without interest, provided further that notice of such right shall be included in the notice of redemption hereinabove provided for. Any monies] of such

shares, without interest. Any such monies so deposited by this

corporation [pursuant to this paragraph 3] and unclaimed at the end of six (6) years from [the date fixed for] such redemption

date shall be repaid to this corporation upon its request, after

which repayment the holders of the shares so called for redemption shall look only to this corporation for the payment thereof.

[If at any time this corporation shall have failed to pay dividends in full on any outstanding shares of the Preferred Stock, thereafter and until dividends in full on all shares of the Preferred Stock outstanding shall have been paid, or declared and set apart for payment, for all past quarterly dividend periods, this corporation shall not redeem any shares of the Preferred Stock (except by redemption of all of the shares of the Preferred Stock outstanding) and shall not purchase or otherwise acquire for value any shares of the Preferred Stock or make any payment, or set aside any funds for payment, into a sinking fund, if any, for the purchase or redemption of any shares of Preferred Stock unless (1) approval for such purchase, partial redemption or other acquisition is obtained from the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 or by any successor commission or regulatory authority of the United States of America having jurisdiction in the premises (so long as this corporation is subject to said Act or commission or regulatory authority), and (ii) such purchase, partial reception or other acquisition is in accordance with an offer (which may vary as to the terms offered with respect to shares of different series of the Preferred Stock) made in writing to all holders of shares of the Preferred Stock.] Nothing herein contained[, except for time foregoing,] shall limit any legal right of this corporation to purchase or otherwise acquire any shares of the Preferred Stock to the extent permitted by law. All or any shares of Preferred Stock at any time redeemed, purchased or acquired by this corporation may thereafter, in the discretion of the Board of Directors, be reissued or otherwise disposed of at any time or from time to time, to the extent and

in the manner now or hereafter permitted by law[, subject, however, to the limitations herein imposed upon the issue of shares of Preferred Stock.]
[4. Preference on Liquidation, etc. of Preferred Stock.]
[Before any amount shall be paid to, or any assets distributed among, the holders of the Common Stock upon any liquidation, dissolution or winding up of this corporation, and after paying or providing for the payment of all creditors of this corporation, the holders of all shares of each series of the Preferred Stock at the time outstanding shall be entitled to be paid in cash the amount for the shares of fee particular series fixed therefor as provided in the resolutions creating such series, which shall include unpaid accumulated dividends, if any, to the date of such distribution. But no payments on account of such distributive amounts shall be made to the holders of shares of any series of the Preferred Stock unless there shall be paid at the same time to the holders of shares of each other series of the Preferred Stock at the time outstanding, distributive amounts in the same proportion to the full distributive amounts to which they are respectively entitled as herein provided. The holders of the Preferred Stock of any series shall not be entitled to receive any amounts with respect thereto upon any liquidation, dissolution or winding up of this corporation other than amounts referred to in this paragraph. Neither the consolidation or merger of this corporation with or into any other corporation or corporations, nor the sale or transfer by the corporation of all or any part of its assets, shall be deemed to be a liquidation, dissolution or winding up of this corporation for the purposes of this paragraph].
[5] 4. Dividends on Common Stock[.] = -------------------------
[Whenever the full dividends on the shares of all] Subject to the rights and preferences of each series of [the]

Preferred Stock [at the time outstanding for all past quarterly dividend periods shall have been paid or declared and set apart for payment and after all amounts then or theretofore required to be set apart or applied in respect of any sinking fund, then],

as determined pursuant to paragraph 1 hereof, such dividends

(payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock, but only out of funds legally available for the payment of such dividends.
[6.] 5. Distributions on Common Stock.

== -----------------------------
In the event of any liquidation, dissolution or winding up of this corporation, [all assets and funds of this corporation remaining after paying or providing for the payment of all creditors of this corporation and after paying or providing for the payment to the holders or shares or all series of the Preferred Stock of the fuel distributive amounts to which they are respectively entitled, as herein provided, shall be divided among and paid to the holders of the Common Stock according to their respective shares.]
[7. Designation and Terms of Series.]
[The Board of Directors of this corporation may, at any time or from time to time, within the then total authorized number of shares of the Preferred Stock of all series, increase the authorization number of shares of any series of the Preferred Stock, establish or reestablish any unissued shares of Preferred Stock as shares of the Preferred Stock of any series or as Preferred Stock which is not part of a then existing series, create one or more additional series of the Preferred Stock, fix the authorization number of shares of any series (which number of shares shall be subject to change from time to time by like action except where the amendment creating the series otherwise provides), and fix the designations and the terms of any series of the Preferred Stock in the respects in which the shares of any series may vary from the shares of other series of the Preferred Stock, as provided in paragraph 1 hereof.]
[8. Restrictions on Certain Corporate Action.]
[(A) So long as any shares of the Preferred Stock are outstanding, this corporation shall not, without the consent (given in writing or by vote at a meeting called for that purpose) of the holders of at least two-thirds of the total number of shares of the Preferred Stock then outstanding]
[(a) create or authorize any shares of any class of stock ranking prior to the Preferred Stock or create or authorize any security convertible into shares of any such stock, or issue any shares of any class of stock ranking prior to the Preferred Stock more than twelve (12) months after the date as of which this corporation was empowered to create or authorize such prior ranking stock. (Whenever reference is made to shares "ranking prior to the Preferred Stock", such reference shall mean all shares of this corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of this corporation are given preference over the rights of the holders of Preferred Stock; whenever reference is made to shares "ranking on a parity with the Preferred Stock", such reference shall mean and include all shares of this corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distributions, is in the event of a voluntary or involuntary liquidation, dissolution or winding up of the corporation rank on parity (except as to the amounts fixed therefor) with the rights of the holders of Preferred Stock); or]
[(b) amend, alter or repeal any of the powers, preferences or special rights of the Preferred Stock then outstanding so as to affect adversely any such powers, preferences or special rights; provided, however, that if any such amendment, alteration or repeal affects adversely the powers, preferences or special rights of one or more, but not all, series of the Preferred Stock at the time outstanding, only the consent of the holders of at least two-thirds of the total number of outstanding shares of all series so affected shall be required; and provided, further, that an amendment to increase or decrease the authorized number of shares of Preferred Stock or to create or authorize, or increase or decrease the authorized number of shares of, any class of stock ranking on a parity with the outstanding shares of Preferred Stock shall not be deemed to adversely affect the powers, preferences or special rights of the holders of Preferred Stock or of any series thereof.]
[This subparagraph (A) shall not apply to, and the class or series vote herein specified shall not be required for approval of, any action of the types described in clause (a) or (b) which is a part of or effected in connection with a consolidation of merger approved by the holders of Preferred Stock or which, under clause
(b) of subparagraph (B) of this paragraph 8, does not require their approval.]
[(B) So long as any shares of the Preferred Stock are outstanding, this corporation shall not, without the consent (given in writing or by vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding:]
[(a) issue or assume, not permit any subsidiary to issue or assume, any unsecured notes or other securities representing unsecured debt (other than debt securities described in subclauses (i) and (ii) of this clause (a), unsecured debt securities issued for the purpose of refunding or renewing outstanding unsecured debt securities resulting in equal or longer maturities or for the purpose of redeeming or otherwise retiring all outstanding shares of the Preferred Stock), if, after giving effect to such issue or assumption, (i) the total outstanding principal amount of all unsecured notes or other securities representing unsecured debt of this corporation and its subsidiaries consolidated would then thereby exceed 20% of the aggregate of all existing secured debt of this corporation and its subsidiaries consolidated and the capital stock, premiums thereon, and surplus of this corporation and its subsidiaries consolidated at the end of any calendar month within a period of four (4) consecutive calendar months immediately preceding the calendar month in which such issue or assumption would be made, adjusted for any dividends or distributions declared by, and any changes in capital or paid-in surplus of, this corporation and its subsidiaries on a consolidated basis to and including the date of the issue or assumption or (2) the total outstanding principal amount of all unsecured notes or other securities representing unsecured debt of this corporation and its subsidiaries consolidated with maturities of less than 10 years would then exceed 10% of such aggregate. For the purpose of this clause (a), the payment due upon the maturity of unsecured debt which had an original single maturity in excess of 10 years or the payment due upon the final maturity of any unsecured serial debt which had original maturities in excess of 10 years shall not be regarded as unsecured debt of a maturity of less than 10 years until such payment shall be required to be made within 3 years.]
[(i) As used in clause (a), the term "unsecured debt" shall not include (x) any debentures issued by this corporation under any indentures heretofore or hereafter entered into by this corporation with any trustee, including any amendments or supplements thereto, (y) inventory loans having maturities of not more than twelve (12) months, and (z) accounts receivable loans; provided, however, that the issuance of any such debentures and the incurrence of any such loan obligations shall have been approved by the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 or by any successor commission or regulatory authority of the United States of America having jurisdiction in the premises (so long as this corporation is subject to said Act or commission or regulatory authority).]
[(ii) As used in clause (a), the term "secured debt" shall include the debentures referred to in (i)(x) above, and all other forms of debt of this corporation and its subsidiaries which are secured by their terms but shall not include the loans specified in (i)(y) above.]
[(iii) As used in subclause (i)(z) above, "accounts receivable loans" shall mean an amount of unsecured debt having maturities of not more than twelve (12) months equal to the difference between (I) the highest amount of the aggregate of billed but uncollected charges for delivered gas (net of reserves for bad debts) and the charges for delivered but unbilled gas at the end of any calendar month within the twelve (12) calendar months immediately preceding the calendar month in which the issue or assumption of unsecured debt would be made, and (II) the average amount of the aggregate of billed but uncollected charges for delivered gas (net of reserves for bad debts) and the charges for delivered by unbilled gas at the end of each calendar month of the six (6) consecutive calendar month period from June through November in the immediately preceding calendar year.]
[(b) merge or consolidate with or into any other corporation or corporations or sell or otherwise dispose of all or substantially all of this corporation's assets, unless such merger, consolidation, the issuance and assumption of all securities to be issued or assumed in connection with any such merger or consolidation, or such sale or other disposition of assets, shall have been ordered, exempted, approved or permitted by the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 or by any successor commission or regulatory authority of the United States of America having jurisdiction in the premises (so long as this corporation is subject to said Act or commission or regulatory authority); or]
[(c) issue any additional snares, or reissue any reacquired shares, of Preferred Stock or of any other class of stock ranking on a parity with the outstanding shares of the Preferred Stock as to dividends or assets for any purpose other than to redeem or otherwise retire an equal par amount or stated value of Preferred Stock or of stock ranking prior to or on a parity with the Preferred Stock as to dividends or assets at the time outstanding, unless:]
[(i) the consolidated gross income of this corporation and its subsidiaries for any twelve (12) consecutive calendar months within a period of fifteen (15) consecutive calendar months immediately preceding the calendar month of such issuance is equal to at least one and one-half (1 1/2) times the aggregate of the annual interest charges on the indebtedness of this corporation and its subsidiaries consolidated (excluding interest charges on indebtedness to be retired by the application of the proceeds from the issuance of such shares) and the annual dividend requirements on all Preferred Stock (including dividend requirements on any class of stock ranking prior to or on a parity with the shares to be issued, as to dividends or assets), which will be outstanding immediately after the issuance of such shares; and]
[(ii) the aggregate of the junior stock equity (as defined in paragraph 13 hereof) is at least equal to the aggregate amount payable upon any involuntary liquidation, dissolution or winding up of this corporation with respect to all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto or.on parity therewith as to dividends or assets, which will De outstanding immediately after the issuance of such shares of Preferred Stock or Stock ranking on a parity therewith.]
[As used in subclause (i) of this clause (c), the term "consolidated gross income of this corporation and its subsidiaries" shall mean the sum of the consolidated net income of the corporation and its subsidiaries as determined by this corporation in accordance with sound accounting practice plus amounts deducted in the computation of such consolidated net income for interest charges on indebtedness and for dividends paid or accrued on the Preferred Stock of this corporation, and the term "indebtedness" shall mean all obligations, whether or not represented by bonds, debentures or notes for the repayment of money borrowed, all deferred obligations for the payment of the purchase price of property purchased and all obligations assumed, but shall not include any customers' deposits or employees' deposit accounts or employees' pension or other accounts.]
[If during the period as of which consolidated gross income is to be determined for the purpose set forth in subclause (i) of this clause (c), the amount required to be charged for depreciation, depletion and amortization in the determination of "Consolidated Income Available for Dividends" under the most restrictive provisions of this corporation's indentures with trustees for debentures (now outstanding or hereafter created) pursuant to which debentures have been issued by this corporation, exceeds the amounts so charged on the books of this corporation and its consolidated subsidiaries as reported in the last annual officers' Certificates filed with such trustees, such excess shall also be deducted in determining consolidated gross income of this corporation and its subsidiaries.]
[(C) So long as any shares of the Preferred Stock are outstanding, this corporation shall not declare any dividends or make any distributions, other than dividends or distributions payable in Common Stock, to one holders of shares of its Common Stock if after giving effect to such declaration or distribution the capital of this corporation represented by its Common Stock as would then be stated on its books of account, together with the consolidated surplus of this corporation and its subsidiaries at the end of any calendar month within a period of four (4) consecutive calendar months immediately preceding the month in which such dividends or distributions are declared, shall in the aggregate be less than the involuntary liquidating value of all shares of its then outstanding Preferred Stock. For the purpose of this subparagraph, such consolidated surplus of this corporation and its subsidiaries shall be adjusted for any other dividends or distributions declared by, and changes in capital or paid-in surplus of, this corporation and its subsidiaries on a consolidated basis, to and including the date of such declaration.]
[(D) As used in this Article FOURTH, the term "subsidiary" shall mean any corporation a majority of the voting shares of which are at the time owned by this corporation or by other subsidiaries of this corporation or by this corporation and other subsidiaries of this corporation.]
[(E) As used in this paragraph 8 and in paragraph 13, the term "consolidated surplus of this corporation and its subsidiaries" shall include capital surplus, earned surplus and any other surplus of this corporation and its subsidiaries, consolidated as determined by this corporation in accordance with sound accounting practice.] and subject to the rights and preferences

of each series of Preferred Stock, as determined pursuant to

paragraph 1 hereof, all assets and funds of this corporation

remaining after paying or providing for the payment of all

creditors of this corporation shall be divided among and paid to

the holders of the Common Stock according to their respective

shares.
=======
          [9] 6.    Preemptive Rights.
              =     -----------------	

No holder of shares of any stock of this corporation of any class now or hereafter authorized shall have any right as such holder to purchase, subscribe for or otherwise acquire any shares of stock of this corporation of any class now or hereafter authorized, or any securities convertible into or exchangeable for any such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire any such shares, whether such shares, certificates, securities, warrants or other instruments be unissued or issued and thereafter acquired by this corporation and whether such shares and other instruments be issued for cash, property, services, or by way of dividends or otherwise.
[10] 7. Voting Rights.

= -------------
[(A)] At all meetings of the stockholders of this
corporation, the holders of shares of Common Stock shall be entitled to one vote for each share of Common Stock held by them respectively except as otherwise expressly provided herein.

The holders of shares of Preferred Stock shall have no right to vote and shall not be entitled to notice of any meeting of stockholders of this corporation nor to participate in any such meeting except as [herein] otherwise expressly provided herein or in any amendment creating a series of Preferred Stock

and except for those purposes, if any, for which said rights cannot be denied or waived under some mandatory provisions of law that shall be controlling.

[(B) If and when dividends payable on] If, and to the extent

that, the shares of any series of Preferred Stock [shall be in

default in an amount equivalent to or exceeding four (4) full quarterly dividends on all] are provided voting rights in

accordance with the provisions hereof, each holder of shares of

[all] such series [ of the Preferred Stock then outstanding,

and until all dividends then in default shall have been paid or declared and set apart for payment, the holders of all shares of all series of the Preferred Stock, voting as one class,] shall be entitled to [elect additional directors in the smallest number necessary to constitute a majority of the full Board of Directors, and the holders of shares of Common Stock, voting separately as a class, shall continue to elect the remaining directors of this corporation. While such default continues and the majority of the Board of Directors is being elected by the holders of shares] one vote for each outstanding share of such

series of Preferred Stock[ , the remaining directors shall

continue in office for the duration of the respective terms for which they were elected and until their successors are elected by the holders of shares of Common Stock and shall qualify. Each director elected by vote of the holders of shares of Preferred Stock pursuant to the special right to vote as a class shall hold office until the next succeeding annual meeting of stockholders and until his or her successor shall be elected by the holders of shares of Preferred Stock and shall qualify.]
[The division of directors into classes as provided in Article SIXTH shall not apply to the directors elected by vote of the holders of shares of Preferred Stock pursuant to the special right to vote as a class provided in this subparagraph.]
[(C) If and when all dividends then in default on the shares of Preferred Stock then outstanding shall be paid or declared and set apart for payment (and such dividends shall be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the Preferred Stock shall thereupon be divested of any special right with respect to the election of directors provided in subparagraph (B) hereof, and the voting power of the holders of shares of Preferred Stock and the holders of shares of Common Stock shall revert to the status existing before the occurrence of such default, but always subject to the same provisions for vesting such special rights in the Preferred Stock in case of further like default or defaults in dividends thereon. Upon the termination of any such special right upon the payment or setting apart for payment of all accumulated and defaulted dividends on such Preferred Stock, the terms of office of all persons who may have been elected directors of this corporation by vote of the holders of shares of Preferred Stock, as a class, pursuant to such special rights, shall forthwith terminate.]
[(D) In case of any vacancy in the office of a director occurring among the directors elected by the holders of shares of Preferred Stock, as a class, pursuant to the foregoing provisions of subparagraph (B) hereof, the remaining directors elected by the holders of shares of Preferred Stock may elect, by affirmative vote of a Majority thereof, or the remaining director so elected if there be but one, a successor or successors to hold office for the unexpired term of the director or directors whose place or places shall be vacant. This special right shall likewise be divested if and when all dividends then in default on the shares of Preferred Stock then outstanding shall be paid or declared and set apart for payment (and such dividends shall be declared and paid out of any funds legally available therefor as soon as reasonably practicable); but always subject to the same provisions for granting to directors elected by the holders of shares of Preferred Stock the aforesaid right to elect directors to fill vacancies in case of further like default or defaults in dividends on the shares of Preferred Stock and the election of directors by the holders of shares of Preferred Stock.]
[(E) Whenever under the provisions of subparagraph (B) hereof the right shall have accrued to the holders of shares of Preferred Stock to elect directors, the Board of Directors shall call a special meeting of the holders of shares of Preferred Stock for the election of such additional directors, such meeting to be held not less than forty-five (45) days and not more than ninety
(90) days after the accrual of such right. At all meetings of stockholders held for the purpose of electing directors during such times as the holders of shares of Preferred Stock shall have the special right, voting separately as one class, to elect directors pursuant to subparagraph (B) hereof, the presence in person or by proxy of the holders of a majority of the outstanding shares of all series of the Preferred Stock shall be required to constitute a quorum for the election of directors by such class.]
[(F) Except when some mandatory provision of law shall be controlling or except as otherwise provided in clause (b) of paragraph 8(A) hereof or, except as regards the special rights of any series of the Preferred Stock as provided in the amendment creating such series, whenever shares of two or more series of the Preferred Stock are outstanding no particular series of the Preferred Stock shall be entitled to vote as a separate series on any matter and all shares of the Preferred Stock of all series shall be deemed to constitute but one class for any purpose for which a vote of the stockholders of this corporation by classes may now or hereafter be required.] held by such holder.

[11] 8. Reclassification, etc.

= ----------------------
From time to time, and without limitation of other rights and powers of this corporation as provided by law, this corporation may reclassify its capital stock and may create or authorize one or more classes or kinds of stock ranking prior to or on a parity with or subordinate to the Preferred Stock or may increase the authorized amount of the Preferred Stock or of the Common Stock or of any other class of stock of this corporation or may amend, alter, change or repeal any of the rights, privileges, terms and conditions of shares of the Preferred Stock or of any series thereof then outstanding or of shares of the Common Stock or of any other class of stock of this corporation, upon such vote, given at a meeting called for that purpose, of its stockholders then entitled to vote thereon as may be provided by law; provided that the consent of the holders of shares of the Preferred Stock (or of any series thereof) required by the provisions of [paragraph 8 hereof] any amendment creating any

series of Preferred Stock or by applicable law, if any such

consent be so required, shall have been obtained; and provided further that the rights, privileges, terms and conditions of

shares of Common Stock shall not be subject to amendment,

alteration, change or repeal without such vote (given by written consent, or by vote at a meeting called for that purpose), of the

holders of Common Stock as may be provided by law[)].
[12] 9. Consideration for Shares[.] = ------------------------
To the extent permitted by law, this corporation may, at any time, and from time to time, issue and dispose of any of the authorized and unissued shares of the Preferred Stock and Common Stock for such consideration as may be fixed by the Board of Directors, or as may be determined in accordance with a

general formula established by the Board of Directors, or at not

less than such minimum consideration as the Board of Directors

may authorize.

[13. Dividend Restriction.]
[So long as any shares of the Preferred Stock shall be outstanding, this corporation shall not declare any dividends or make any distributions in respect of outstanding shares of any stock of this corporation ranking junior to the Preferred Stock as to dividends or assets (in this paragraph called "junior stock"), other than dividends in shares of junior stock, or purchase or otherwise acquire for value any outstanding shares of junior stock except in exchange for or with the proceeds of other junior stock (each such dividend, distribution, purchase or acquisition being in this paragraph called a "dividend") in contravention of the following:]
[(a) If and so long as the junior stock equity (as defined herein) as the result of a dividend on the junior stock would become less than twenty percent (20%) of total consolidated capitalization (as defined herein), this corporation shall not declare such dividends in an amount which, together with all other dividends on the junior stock declared within the year ending with and including the date on which such dividend is declared, exceeds fifty percent (50%) of the consolidated net income of this corporation and its consolidated subsidiaries available for dividends on the junior stock for any period of twelve (12) consecutive calendar months within a period of fifteen (15) consecutive calendar months immediately preceding the calendar month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on the junior stock which under the restrictions set forth above in this subparagraph
(a) could have been, and have not been, declared; and]
[(b) If and so long as the junior stock equity as the result of a dividend on the junior stock would become less than twenty-five percent (25%) but not less than twenty percent (20%) of total consolidated capitalization, this corporation shall not declare dividends on the junior stock in an amount which, together with all other dividends on the junior stock declared within the year ending with and including the date on which such dividend is declared, exceeds seventy-five percent (75%) of the consolidated net income of this corporation and its consolidated subsidiaries available for dividends on the junior stock for any period of twelve (12) consecutive calendar months within a period of fifteen (15) consecutive calendar months immediately preceding the calendar months in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on the junior stock which under the restrictions set forth above in subparagraph (a) of this paragraph and in this subparagraph (b) could have been, and have not been, declared.]
[For the purposes of this Article FOURTH, "junior stock equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares of junior stock then carried on the books of this corporation and consolidated surplus of this corporation and it subsidiaries, less (i) the excess, if any, of the aggregate amount payable on involuntary liquidation of this corporation upon all outstanding shares of the Preferred Stock of this corporation of all classes over the sum of (I) the aggregate par value of such shares and (II) any premium thereon;
(ii) any amounts on the books of this corporation and its consolidated subsidiaries known, or estimated if not known, to represent the excess, if any, of recorded value over original cost or other recorded basis required by regulatory authorities of used or useful utility plant; and (iii) any intangible items set forth on the asset side of the consolidated balance sheet of this corporation and its consolidated subsidiaries in accordance with generally accepted accounting principles, such as unamortized debt discount and expense; provided, however, that no deduction shall be required to be made in respect of items referred to in clauses (ii) and (iii) of this paragraph in cases in which such items are being amortized or are provided for, or are being provided for, by reserves.]
[For the purposes of this Article FOURTH, "total consolidated capitalization" shall mean the aggregate of (i) the principal amount of all outstanding indebtedness of this corporation and its consolidated subsidiaries maturing more than twelve (12) months after the date of issue or assumption thereof; and (ii) the par value of, or stated capital represented by, the outstanding shares of all classes of the capital stock of this corporation and its subsidiaries consolidated, plus premiums on such stock and the consolidated surplus of this corporation and its subsidiaries, less any amounts required to be deducted pursuant to clause (ii) and (iii) the immediately preceding paragraph of this paragraph in the determination of junior stock equity.]
[For the purposes of this paragraph 13 and paragraph 8, "junior stock equity" and "total consolidated capitalization" shall be as of the date on which the dividend or distribution is declared on or which the issue or reissue of capital stock (to which paragraphs 13 and 8 relate) would occur, except, however, consolidated surplus of this corporation and its subsidiaries included therein shall be the amount thereof at the end of any calendar month within a period of four (4) consecutive calendar months immediately preceding the calendar month in which such dividend or distribution is declared or such issue or reissue of capital stock would occur, adjusted, as applicable, for all dividends or distributions declared and issues or reissues of capital stock by this corporation and its subsidiaries on a consolidated basis subsequent to the date such consolidated surplus of this corporation and its subsidiaries is determined.]
[Cumulative Preferred Stock, 9.205 Series]
[The shares of Preferred Stock are hereby divided to create a series of Preferred Stock, and it is hereby determined that such series shall consist of 1,200,000 shares, $25 par value, which shall have the following designation, relative rights, preferences and limitations:]
[(a) The distinctive serial designation of the series is Cumulative Preferred Stock, 9.20% Series ("9.20% Series")]
[(b) The annual dividend rate for the 9.20% Series is $2.30 per share per annum payable quarterly on July 15, October 15, January 15 and April 15 of each year, the first dividend date to be July 15, 1976, for the period commencing June 3, 1976, and such dividends to be cumulative from June 3, 1976.]
[(c) The 9.20% Series shall be subject to redemption in the manner provided in the Certificate of Incorporation at a redemption price per share (i) of $27.30 if the date of redemption is on or prior to April 14, 1981, (ii) of $26.73 if the date of redemption is after that date but on or prior to april 14, 1986, (iii) of $26.15 if the date of redemption is after the last mentioned date but on or prior to April 14, 1991 and (iv) $25.58 thereafter, in each case plus unpaid accumulated dividends to the date of redemption; provided, however, that the 9.20% Series shall not be redeemable on or prior to April 14, 1981, directly or indirectly, as a part of, or in anticipation of, any refunding operation involving the incurring of indebtedness or the issuance of Preferred Stock ranking equally with or prior to the 9.20% Series as to dividends or on liquidation, if the interest on such indebtedness or the dividends on such Preferred Stock have an effective annual interest or dividend cost to the corporation (computed in accordance with generally accepted financial practice) of less than 9.50413%, the effective dividend cost to the corporation of the 9.20% Series.]
[(d) The 9.20% Series shall be entitled to receive, upon involuntary liquidation, dissolution or winding up of this corporation, $25 per share plus accumulated and unpaid dividends, if any.]
[(e) The 9.20% Series shall be subject to redemption as and for a sinking fund as follows:]
[On or before April 14 in each year, commencing with the twelve- month period April 15, 1981 through April 14, 1982 and on or before each April 14 thereafter (each such period being hereinafter referred to as a "9.20% Series Sinking Fund Redemption Period" and each such April 14 being hereinafter referred to as a "9.20% Series Sinking Fund Redemption Date"), for so long as any shares of the 9.20% Series shall remain outstanding, the corporation shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the corporation's Preferred Stock, cumulative, $25 par value, in the Certificate of Incorporation 60,000 shares of the 9.20% Series (or the number of shares then outstanding if less than 60,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the corporation so to redeem the shares of the 9.20% Series being hereinafter referred to as the "9.20% Series Sinking Fund Obligation"). The 9.20% Series Sinking Fund Obligation shall be cumulative. If on any 9.20% Series Sinking Fund Redemption Date the corporation shall not have redeemed 60,000 shares during the previous 9.20% Series Sinking Fund Redemption Period and the corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on or before that date, the 9.20% Series Sinking Fund Redemption Period and each successive 9.20% Series Sinking Fund Redemption Date until such shares shall have been redeemed. Whenever on any 9.20% Series Sinking Fund Redemption Date the funds of the corporation legally available for the satisfaction of the 9.20% Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 9.20% Series (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the corporation to satisfy fully its Total Sinking Fund Obligation on that date, the corporation shall apply to the satisfaction of its 9.20% Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 9.20% Series Sinking Fund Obligation to such Total Sinking Fund Obligation. In addition to the 9.20% Series Sinking Fund Obligation, the corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the corporation's Preferred Stock, cumulative, $25 par value, in the Certificate of Incorporation on each 9.20% Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 60,000 additional shares of the 9.20% Series. The corporation shall be entitled, at its election, to credit against its 9.20% Series Sinking Fund Obligation for any 9.20% Series Sinking Fund Redemption Period or on any 9./20% Series Sinking Fund Redemption Date any shares of the 9.20% Series (including shares of the 9.20% Series optionally redeemed pursuant to this paragraph (e)) theretofore redeemed, other than shares of the 9.20% Series redeemed pursuant to the 9.20% Series Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the 9.20% Series Sinking Fund Obligation; and]
[(f) The 9.20% Series shall have such other relative rights, preferences and limitations as are set forth in the Certificate of Incorporation.]
[(k) "Subsidiary" shall have the meaning given that term in subparagraph (D) of paragraph 8 of this Article FOURTH hereof SIXTH: The business and affairs of this corporation shall be managed by a Board of Directors. The number of directors (exclusive of directors, if any, to be elected by the holders of paragraph 10 of Article FOURTH hereof) shall be not less than 7 nor more than 11, the exact number of directors to be determined from time to time by a resolution adopted by the affirmative vote of a majority of the entire Board of Directors.]
[The directors of this corporation shall be divided into three classes, designated Class I, Class II and Class III, respectively. Each class shall be as nearly equal in number as may be possible. At the 1985 annual meeting of stockholders, Class I directors shall be elected for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each succeeding annual meeting of stockholders beginning in 1986, the successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term, and successors to directors of any other class, including directors elected in any such class by the Board of Directors to fill one or more vacancies or newly-created directorships, shall be elected for the remaining term of that class. If the number of directors is changed by resolution of the Board of Directors pursuant to this Article SIXTH, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director.]
[Any newly-created directorship resulting from an increase in the number of directors by resolution of the Board pursuant to this Article SIXTH may be filled by a majority of the directors then in office. Any vacancy on the Board of Directors occurring for any reason, other than an increase in the number of directors as aforesaid, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.]
[Directors of any class shall hold office until the annual meeting of the year in which the term of such class expires or, in the case of directors elected by the Board of Directors to fill vacancies or newly-created directorships, until the next annual meeting following their election, and until their respective meeting following their election, and until their respective successors shall be elected and shall qualify, subject to prior death, resignation, retirement, disqualification or removal from office.]
II. Changes to paragraph 4(k) of Article FIFTH of the Restated Certificate of Incorporation of National Fuel Gas Company:
(k) "Subsidiary" shall [have the meaning given that term in subparagraph ()d) of paragraph 8 of this Article FOURTH hereof] mean any corporation a majority of the voting shares of

which are at the time owned by this corporation or by other

subsidiaries of this corporation or by this corporation and other

subsidiaries of this corporation.

III. Changes to the first paragraph of Article SIXTH of the Restated Certificate of Incorporation of National Fuel Gas Company:
The business and affairs of this corporation shall be managed by a Board of Directors. The number of directors (exclusive of directors, if any, to be elected by holders of shares of Preferred Stock, [voting separately as a class, pursuant to paragraph 10 of Article FOURTH hereof] voting

separately from the Common Stock as provided in any amendment

creating any series of Preferred Stock) shall be not less than 7

nor more than 11, the exact number of directors to be determined from time to time by a resolution adopted by the affirmative vote of a majority of the entire Board of Directors.
IV. Changes to the last paragraph of Article SIXTH of the Restated Certificate of Incorporation of National Fuel Gas Company:
Notwithstanding the foregoing and except as otherwise provided by law, whenever the holders of shares of Preferred Stock shall have the right, voting separately [as a class] from

the Common Stock, to elect directors of this corporation, the

number, election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms and provisions of [this Certificate of Incorporation applicable thereto, including paragraph 10 of Article FOURTH hereof] any

amendment creating any series of Preferred Stock; and such

directors so elected shall not be divided into classes pursuant to this Article SIXTH. During the prescribed term of office of any such directors, the Board of Directors shall consist of such directors in addition to the number of directors determined as provided in the first paragraph of this Article SIXTH.

Exhibit H
[Proposed Notice and Order of Proposed Transactions]
UNITED STATES OF AMERICA
 before the
SECURITIES EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
 (Rel. No. _____________________)

In the Matter of
NATIONAL FUEL GAS COMPANY
 10 Lafayette Square
Buffalo, New York 14203
( )

NOTICE OF PROPOSAL TO AMEND CHARTER; ORDER
AUTHORIZATION SOLICITATION OF PROXIES
IN RESPECT THEREOF
National Fuel Gas Company ("National"), 10 Lafayette Square,
Buffalo, New York 14203, a registered holding company, has filed
a declaration pursuant to Sections 6(a), 7, and 12(e) of the
Public Utility Holding Company Act of 1935, as amended, and Rules
62(d) and 65 promulgated thereunder.

In December, 1997, the Board of Directors of National plans
to adopt resolutions amending Article Fourth of National's
Restated Certificate of Incorporation, as amended
("Certificate"), to (i) increase the number of authorized shares
of common stock from 100,000,000 shares, $1.00 par value per
share, to 200,000,000 shares, $1.00 par value per share, (ii) to
eliminate National's existing 3,200,000 shares of authorized but
unissued preferred stock, $25 par value per share, and all
provisions related thereto, and (iii) authorize 10,000,000
shares, par value $1.00 per share, of a new class of preferred
stock ("New Preferred Stock"). National states that the primary
purpose of these amendments is to increase National's financial
flexibility. National states that to effect such amendments to
the Certificate, it will be necessary to obtain the affirmative
vote of a majority of the votes cast by the holders of the shares
outstanding and entitled to vote on such amendments at National's
Annual Meeting of Stockholders scheduled for February 26, 1998.
National proposes an increase in authorized common stock to
insure that there will be sufficient authorized but unissued
shares available for stock dividends and stock splits, for use in
connection with possible acquisitions, for financing transactions
and for other corporate purposes. National states that, other
than with respect to shares of common stock reserved for issuance
pursuant to National's Dividend Reinvestment Plan, Customer Stock
Purchase Plan and certain long-term incentive and benefit plans,
National's Board of Directors has no present plans with respect
to the issuance of additional shares of common stock; however,
the Company periodically reviews various transactions that could
result in the issuance of additional shares of common stock.
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The Certificate provisions permitting the Board of Directors
to issue New Preferred Stock from time to time would allow for
such issuance in one or more series and with such powers,
designations, preferences and relative, participating, optional
or other special rights and qualifications as the Board of
Directors may, in its discretion, subject to such powers,
designations, preferences, rights and qualifications as are
contained in the Certificate, determine, including, but not
limited to (i) the distinctive designation of such series and the
number of shares to constitute such series; (ii) the dividends,
if any, for such series; (iii) the circumstances and conditions,
if any, under which holders of the shares of such series would be
entitled to exercise voting rights including, for example, (a)
whether the holders of the shares of such series would be
entitled to elect directors of the Company (including whether
such holders would be entitled, in the event of a default in the
payment of dividends to such holders, to elect a majority of such
directors), (b) whether the holders of the shares of such series
would be entitled to vote upon any amendments to provisions of
the Certificate relating to such series and (c) whether any such
voting rights would be exercisable by such holders together with
the voting rights of the holders of shares of Common Stock or by
a separate class vote; (iv) the terms and conditions, if any,
upon which shares of such stock may be converted into or
exchanged for shares of stock of any other class or any other
series of the same class or any other securities or assets
(including the conversion or exchange price and including whether
such conversion or exchange shall be at the election of the
Company or the holders of such shares); (v) the right, if any, of
the Company to redeem shares of such series and the terms and
conditions of such redemption (including whether such redemption
shall be at the election of the Company or the holders of such
shares); (vi) the retirement or
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sinking fund provisions, if any, of shares of such series and the
terms and provisions with respect thereto; (vii) the amount, if
any, which the holders of the shares of such series shall be
entitled to receive in case of a liquidation, dissolution, or
winding-up of National; (viii) the limitations and restrictions,
if any, upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption, or other
acquisition by National of, National common stock; and (ix) the
conditions or restrictions, if any, upon the creation of
indebtedness or upon the issuance of any additional stock of
National.
National believes that availability of the New Preferred
Stock will give National necessary flexibility with respect to
possible acquisitions, financing transactions and other general
corporate purposes. The New Preferred Stock would be available
for issuance, on such terms as the Board of Directors determines,
without further action by the stockholders unless such action is
required by applicable law or stock exchange requirements.
National has no present plans, agreements or commitments for the
issuance of the New Preferred Stock. National currently does not
have any preferred stock outstanding.
National proposes to solicit proxies from its shareholders
to approve amendments to National Certificate at the next Annual
Meeting of Shareholders, scheduled for February 26, 1998.
Accordingly, National requests that an order authorizing the
solicitation of proxies be issued on or before December 19, 1997
pursuant to rule 62(d).
-4-

It appearing to the Commission that National's declaration
regarding the proposed solicitation of proxies should be
permitted to become effective forthwith:
IT IS ORDERED, that the declaration regarding the proposed
solicitation of proxies be, and it hereby is, permitted to become
effective forthwith, pursuant to rule 62 and subject to the terms
and conditions prescribed in rule 24 under the Act.
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