File Number 70-8943
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
FORM U-1/A
 AMENDMENT NO. 3
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
NATIONAL FUEL GAS COMPANY
 10 Lafayette Square
Buffalo, New York 14203
(Registered Holding Company)
Names and addresses of agents for service:
Philip C. Ackerman, Senior Vice President
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Curtis W. Lee, Esq.
10 Lafayette Square
Buffalo, New York 14203

File Number 70-8943
Add the following to the end of Item 1. PROPOSED TRANSACTIONS
Fifty percent of National's average consolidated retained earnings for the last four quarters is $221 million as of September 30, 1996. National's Aggregate Investment (as defined in Rule 53(a)(1)(i)) in EWGs and FUCOs is approximately $15 million, thereby satisfying Rule 53(a)(1). National and its subsidiaries maintain books and records to identify investments in and earnings from EWGs and FUCOs in which they directly or indirectly hold an interest. In addition, the books and records and the financial statements of the only such entity in which National currently has an interest are kept in conformity with the requirements of Rule 53(a)(2)(iii)(A) and (B), and National undertakes to provide the SEC access to such books and records and financial statements that are available to National upon the request of the SEC. Thus, the Rule 53(a)(2) requirements are satisfied. No more than 2% of the employees of National's domestic public-utility company render services, at any one time, directly or indirectly, to the EWGs or FUCOs in which National directly or indirectly holds an interest, thereby satisfying Rule 53(a)(3). All of the documents required to be filed under Rule 53(a)(4) with federal, state and local regulators having jurisdiction over the retail rates of National's domestic public-utility company have been submitted.
None of the conditions described in Rule 53(b) exist with respect to National, thereby satisfying Rule 53(b) and making Rule 53(c) inapplicable.

SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized.
NATIONAL FUEL GAS COMPANY

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

Date:  January 17, 1997