File Number 70-8841
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

U-1
AMENDMENT NO. 1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

Name of company filing this statement and address of principal
executive office:
National Fuel Gas Company
 10 Lafayette Square
Buffalo, New York 14203
Name of Top Registered Holding Company: NATIONAL FUEL GAS COMPANY
Names and Addresses of Agents for Service:

P. C. Ackerman                          A. M. Cellino
Senior Vice President                Secretary
National Fuel Gas Company            National Fuel Gas Company
10 Lafayette Square                  10 Lafayette Square
Buffalo, New York 14203              Buffalo, New York 14203	

It is respectfully requested that the Commission send copies of
all notices, orders and communications to:
Kyle G. Storie
10 Lafayette Square, Suite 1500
Buffalo, New York 14203
1. Add the following language at the end of Item 1:
"The Applicant-Declarant represents that the requirements of rules 53 and 54 are satisfied with respect to its investments in exempt wholesale generators ("EWGs") and foreign utility companies ("FUCOs"), as defined in sections 32 and 33 of the Act, respectively. As a result, pursuant to rule 54, the Commission shall not consider the effect of the capitalization or earnings of its EWG and FUCO subsidiaries on the registered holding company system in determining whether to approve the proposed transactions."
2. Delete both references to Rule 46 in Item 3.
3. Exhibit F-1 the Opinion of Stryker, Tams & Dill is
included as part of this amendment.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to the Application-Declaration to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: June 12, 1996
NATIONAL FUEL GAS COMPANY

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

STRYKER, TAMS & DILL
TWO PENN PLAZA EAST
NEWARK, N.J. 07105
 (201) 491-9500
June 7, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
Application-Declaration on Form U-1

(File No. 70-8841)
Ladies and Gentlemen:
This opinion relates to the Application-Declaration (as so amended, the "Application-Declaration") heretofore filed by National Fuel Gas Company (the "Company") under the Public Utility Holding Company Act of 1935, as amended, seeking authorization to implement the shareholder rights plan described in the Application-Declaration (the "Plan") and in the draft form of Rights Agreement appended thereto as Exhibit A-3 (the "Rights Agreement"), and, in particular, authorization to:
(i) Distribute to the existing holders of its common stock, $1.00 par value per share (the "Common Stock"), by way of dividends, the rights described in the Application-Declaration and the Rights Agreement (the "Rights");
(ii) Issue the Rights in conjunction with future issuances of shares of Common Stock during the term of the Plan; and
(iii) Implement the Plan in accordance with the terms and provisions of the Rights Agreement, including, without limitation,
(a) issuing and selling shares of Common Stock or other Company securities, or transferring other Company assets, upon the exercise of, or in exchange for, the Rights, and (b) exercising the amendment and adjustment rights granted to the Company by the terms of the Rights Agreement.
In this connection, we have examined the Restated Certificate of Incorporation and By-laws of the Company, each as amended to date, the Rights Agreement, the description of the Plan in the Application-Declaration, and such other documents, certificates and corporate records and such questions of law as we have deemed necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a corporation duly organized and validly existing under the laws of the State of New Jersey.
(2) If (i) the proposed transactions are consummated in accordance with the Application-Declaration, the order or orders of the Securities and Exchange Commission thereon, and the Rights Agreement, (ii) the Common Stock or other Company securities to be issued in accordance with the terms of the Plan upon the exercise of, or in exchange for, the Rights are duly registered under the Securities Act of 1933, as amended, and the registration statement of the Company with respect thereto is duly filed and becomes effective, (iii) the Board of Directors of the Company, or a duly appointed committee thereof, shall have (a) duly fixed a record date for the dividend distribution of the Rights, (b) duly adopted the Plan and duly authorized its implementation, and (c) duly approved the final form of the Rights Agreement and duly authorized its execution, delivery and performance by the Company, including, without limitation, the issuance and sale of shares of Common Stock or other Company securities, or the transfer of assets, in the circumstances therein provided, (iv) the Rights Agreement shall have been duly executed and delivered by the parties thereto, (v) the certificates representing shares of Common Stock issued pursuant to the terms of the Plan shall have been duly executed, countersigned, registered and delivered pursuant to the terms of, and for the consideration prescribed by, the Plan, and (vi) in exercising the rights of the Company under the Plan, including, in particular, the redemption rights granted thereunder, the directors of the Company shall have acted in good faith and in a manner consistent with their fiduciary duties to the Company and its shareholders:
(A) All laws of the State of New Jersey that we consider applicable to the proposed transactions will have been complied with and the Plan will be legal, valid and within the corporate powers of the Company under applicable New Jersey law;
(B) The Rights created by, and issued pursuant to, the Plan will be validly issued under New Jersey law;
(C) The holders of Rights issued pursuant to the Plan will be entitled to the rights and privileges, and subject to the conditions and limitations, pertaining thereto, as set forth in the Rights Agreement;
(D) Any shares of Common Stock issued pursuant to the Plan will be validly issued, fully paid and nonassessable;
(E) The holders of shares of Common Stock issued pursuant to the Plan will be entitled to the rights and privileges pertaining thereto, as set forth in the Restated Certificate of Incorporation of the Company, as amended; and
(F) The legal rights of the holders of any securities issued by the Company will not have been violated.
We do not express any opinion herein concerning the applicability of (i) state securities or "blue sky" laws (other than the New Jersey Uniform Securities Law, as amended) to the proposed distribution of Rights under the Plan, or (ii) state securities or "blue sky" laws (including, without limitation, the New Jersey Uniform Securities Law, as amended) to the proposed issuance of shares of Common Stock or other Company securities upon the exercise of, or in exchange for, the Rights.
In rendering the opinions expressed in paragraph 2, we have assumed (a) that there are not and, during the terms of the Plan, will not be any shares of Company preferred stock outstanding, (b) that if Company securities, other than Common Stock, are issued upon the exercise of, or in exchange for, the Rights and those securities represent indebtedness of the Company, such indebtedness will not be secured by liens on any property or assets of the Company, and (c) that in connection with any redemption of the Rights or any transfer of Company assets (other than Common Stock or other Company securities) upon the exercise of, or in exchange for, the Rights, such transactions will be in compliance with the requirements of Section 6.07 of that certain Indenture, dated as of October 15, 1974, between the Company and The Bank of New York, as Trustee, as amended and supplemented.
We consent to the use of this opinion as an exhibit to the Application-Declaration.
Very truly yours,

/s/Stryker, Tams & Dill

STRYKER, TAMS & DILL