AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 2002

                                                     REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         -----------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         -----------------------------

                            NATIONAL FUEL GAS COMPANY
             (Exact name of registrant as specified in its charter)

                         -----------------------------

           New Jersey                                           13-1086010
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                               10 Lafayette Square
                             Buffalo, New York 14203
                                 (716) 857-7000

    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                         -----------------------------

               NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN
                             FOR NON-UNION EMPLOYEES
                            (Full title of the plan)

                         -----------------------------

      PHILIP C. ACKERMAN                       MICHAEL F. FITZPATRICK, JR., ESQ.
    Chairman of the Board,                         THELEN REID & PRIEST LLP
President and Chief Executive Officer                   875 Third Avenue
      10 Lafayette Square                            New York, New York 10022
    Buffalo, New York 14203                               (212) 603-2000
        (716) 857-7000

         (Names, addresses and telephone numbers, including area codes,
                             of agents for service)

                         -----------------------------

  It is respectfully requested that the Commission send copies of all orders,
                         notices and communications to:

                            JAMES P. BAETZHOLD, ESQ.
                               10 Lafayette Square
                             Buffalo, New York 14203
                                 (716) 857-7000

                         -----------------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

----------------------------------- ---------------- ------------------------ ------------------------- ------------------
                                                            PROPOSED                  PROPOSED
       TITLE OF SECURITIES           AMOUNT TO BE       MAXIMUM OFFERING         MAXIMUM AGGREGATE          AMOUNT OF
       TO BE REGISTERED (1)         REGISTERED (2)     PRICE PER SHARE (3)       OFFERING PRICE (4)     REGISTRATION FEE
----------------------------------- ---------------- ------------------------ ------------------------- ------------------
<S>                                    <C>                   <C>                    <C>                      <C>
Common stock, one dollar ($1.00)       4,000,000             $21.25                 $85,000,000              $7,820
par value, common stock purchase
rights
----------------------------------- ---------------- ------------------------ ------------------------- ------------------

<FN>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminable amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     registration statement also covers such indeterminable number of additional
     securities as may become deliverable as a result of stock splits, stock
     dividends or similar transactions, in accordance with the provisions of the
     employee benefit plan described herein.

(3)  Since no separate consideration will be paid for the common stock purchase
     rights, the registration fee for such securities is included in the fee for
     the common stock. The value attributable to the common stock purchase
     rights, if any, is reflected in the market price of the common stock.

(4)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities Act of 1933 on the basis of the average
     of the high and low prices of the registrant's common stock on the New York
     Stock Exchange composite tape on December 24, 2002.
</FN>
</TABLE>



<PAGE>


                                EXPLANATORY NOTE

     This Registration Statement on Form S-8 covers the registration of
4,000,000 shares of common stock, one dollar ($1.00) par value, of National Fuel
Gas Company (National) and associated common stock purchase rights that may be
offered or sold to certain employees of National and its subsidiaries pursuant
to the terms of the National Fuel Gas Company Tax-Deferred Savings Plan for
Non-Union Employees (the Plan).

PART II.   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The SEC allows National to "incorporate by reference" the information that
National files with the SEC, which means that National may disclose important
information to you by referring you to those documents in this registration
statement. The information incorporated by reference is an important part of
this registration statement. National is incorporating by reference the
documents listed below and any future documents that are filed by National or
the Plan with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until National sells all of these securities or deregisters
all such securities remaining unsold. Any of those future filings will update,
supersede and replace the information contained in any documents incorporated by
reference in this registration statement at the time of the future filings.

     o    National's Annual Report on Form 10-K for the fiscal year ended
          September 30, 2002.

     o    The Plan's Annual Report on Form 11-K for the year ended December 31,
          2001.

     You may request a copy of these documents, at no cost to you, by writing or
calling Anna Marie Cellino, Secretary, National Fuel Gas Company, 10 Lafayette
Square, Buffalo, New York 14203, telephone (716) 857-7858.

ITEM 4.   DESCRIPTION OF SECURITIES.

     The following description of National's common stock is a summary and is
qualified by reference to the terms and provisions of National's Restated
Certificate of Incorporation, its By-Laws, and the Amended and Restated Rights
Agreement between National and HSBC Bank USA (Rights Agreement), which are filed
as exhibits to the registration statement and incorporated herein by reference.
Reference is also made to the indenture dated as of October 15, 1974, as
supplemented (1974 Indenture), between National and The Bank of New York, as
trustee.

     No shares of preferred stock of National are currently outstanding.
However, the Board of Directors of National has the ability to issue one or more
series of preferred stock from time to time. The actual effect of the preferred
stock upon the rights of the holders of National's common stock will not be
known until National's Board of Directors determines the respective rights of
the holders of one or more series of preferred stock. Such effects, however,
might include: (a) restrictions on dividends on National's common stock if
dividends on the preferred stock are in arrears; (b) dilution of the voting
power of National's common stock; (c) restrictions on the rights of the holders
of National's common stock to share in National's assets upon liquidation due to
satisfaction of any liquidation preference granted to the preferred stock; and
(d) dilution of rights of holders of National's common stock to share in
National's assets upon liquidation if the preferred stock is participating with
respect to distributions upon such liquidation.


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<PAGE>


     DIVIDEND RIGHTS

     The holders of common stock are entitled to receive dividends as declared
by the Board of Directors, out of funds legally available for the purpose and
subject to a limitation in the 1974 Indenture. The 1974 Indenture prohibits the
payment of cash dividends on, and the purchase or redemption of, common stock if
the cumulative dividends on and amounts paid for purchase or redemption of
common or preferred stock since December 31, 1967 exceed or would exceed
consolidated net income available for dividends for that same period plus $10
million plus any additional amount authorized or approved, upon application of
National, by the SEC.

     The Board of Directors' ability to declare dividends on common stock may
also be limited by the rights and preferences of certain series of preferred
stock, which may be issued from time to time, and by the terms of instruments
defining the rights of holders of outstanding indebtedness of National.

     VOTING RIGHTS AND CLASSIFICATION OF THE BOARD OF DIRECTORS

     The holders of common stock are entitled to one vote per share. The
affirmative vote of the majority of the votes cast by the holders of the common
stock is required for the merger or consolidation of National or for the sale of
substantially all of its assets. The Board of Directors is divided into three
classes, each with, as nearly as possible, an equal number of directors.

     LIQUIDATION RIGHTS

     Upon any dissolution, liquidation or winding up of National, the holders of
common stock are entitled to receive pro rata all of National's assets and funds
remaining after payment of or provision for creditors and subject to the rights
and preferences of each series of preferred stock.

     PREEMPTIVE RIGHTS

     Holders of common stock and any series of preferred stock that may be
issued have no preemptive right to purchase or subscribe for any shares of
capital stock of National.

     COMMON STOCK PURCHASE RIGHTS

     The holders of the common stock have one right for each of their shares.
Each right, which will initially be evidenced by the common stock certificates
representing the outstanding shares of common stock, entitles the holder to
purchase one-half of one share of common stock at a purchase price of $65.00 per
share, being $32.50 per half share, subject to adjustment (Purchase Price).

     The rights become exercisable upon the occurrence of a distribution date.
At any time following a distribution date, each holder of a right may exercise
its right to receive common stock (or, under certain circumstances, other
property of National) having a value equal to two times the Purchase Price of
the right then in effect. However, the rights are subject to redemption or
exchange by National prior to their exercise as described below.

     A distribution date would occur upon the earlier of:

     o    ten days after the public announcement that a person or group has
          acquired, or obtained the right to acquire, beneficial ownership of
          National's common stock or other voting stock having 10% or more of
          the total voting power of National's common stock and other voting
          stock; and


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<PAGE>


     o    ten days after the commencement or announcement by a person or group
          of an intention to make a tender or exchange offer that would result
          in that person acquiring, or obtaining the right to acquire,
          beneficial ownership of National's common stock or other voting stock
          having 10% or more of the total voting power of National's common
          stock and other voting stock.

     In certain situations after a person or group has acquired beneficial
ownership of 10% or more of the total voting power of National's stock as
described above, each holder of a right will have the right to exercise its
rights to receive common stock of the acquiring company having a value equal to
two times the Purchase Price of the right then in effect. These situations would
arise if National is acquired in a merger or other business combination or if
50% or more of National's assets or earning power are sold or transferred.

     At any time prior to the end of the business day on the tenth day following
the announcement that a person or group has acquired, or obtained the right to
acquire, beneficial ownership of 10% or more of the total voting power of
National, National may redeem the rights in whole, but not in part, at a price
of $.005 per right, payable in cash or stock. A decision to redeem the rights
requires the vote of 75% of National's full Board of Directors. Also, at any
time following the announcement that a person or group has acquired, or obtained
the right to acquire, beneficial ownership of 10% or more of the total voting
power of National, 75% of National's full Board of Directors may vote to
exchange the rights, in whole or in part, at an exchange rate of one share of
common stock, or other property deemed to have the same value, per right,
subject to certain adjustments.

     After a distribution date, rights that are owned by an acquiring person
will be null and void. Upon exercise of the rights, National may need additional
regulatory approvals to satisfy the requirements of the Rights Agreement. The
rights will expire on July 31, 2008, unless they are exchanged or redeemed
earlier than that date.

     The rights have anti-takeover effects because they will cause substantial
dilution of the common stock if a person attempts to acquire National on terms
not approved by the Board of Directors.

     BUSINESS COMBINATIONS

     National's Restated Certificate of Incorporation provides that certain
conditions must be met before the consummation of any merger or other business
combination by National or any of its subsidiaries with any stockholder who is
directly or indirectly the beneficial owner of 5% or more of National's
outstanding common stock (substantial stockholder) or with an affiliate of any
substantial stockholder. The term substantial stockholder does not include
National, any of its subsidiaries, or any trustee holding common stock of
National for the benefit of the employees of National or any of its subsidiaries
pursuant to one or more employee benefit plans or arrangements. The conditions,
which are in addition to those otherwise required by law, prescribe the minimum
amount per share that must be paid to holders of common stock and the form of
consideration paid, and require that the holders of common stock be furnished
certain information about the business combination prior to voting on it. A
business combination, as defined in the Restated Certificate of Incorporation,
generally means any of the following transactions:

     o    a merger, consolidation or share exchange;

     o    a sale, lease, exchange or other disposition of any assets in exchange
          for property having a fair market value of more than $10 million, if
          determined to be a business combination by certain directors of
          National in accordance with provisions of the Restated Certificate of
          Incorporation;


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<PAGE>


     o    the issuance or transfer of securities in exchange for property having
          a fair market value of more than $10 million, if determined to be a
          business combination by certain directors of National in accordance
          with provisions of the Restated Certificate of Incorporation;

     o    the adoption of a plan of liquidation or dissolution of National; or

     o    any reclassification of securities, recapitalization or reorganization
          that has the effect of increasing the proportionate share of the
          outstanding shares of any class of securities of National that is
          owned by any substantial stockholder or by any affiliate of a
          substantial stockholder.

     The approval of at least three-fourths of the entire Board of Directors or,
in the event that the Board of Directors consists of directors elected by the
holders of preferred stock, the approval of a majority of the entire Board, is
required to amend or repeal the classified board or business combination
provisions contained in the Restated Certificate of Incorporation.

     LISTING

     The common stock is, and will be, listed on the New York Stock Exchange.

     TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for the common stock is Computershare
Investor Services, LLC, Chicago, Illinois.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Ninth of National's Restated Certificate of Incorporation, as
amended, provides as follows:

          "No director or officer of this corporation shall be personally liable
     to the corporation or any of its shareholders for monetary damages for
     breach of any duty owed to the corporation or any of its shareholders,
     except to the extent that such exemption from liability is not permitted
     under the New Jersey Business Corporation Act, as the same exists or may
     hereafter be amended, or under any revision thereof or successor statute
     thereto."

     Article II, Paragraph 8 of the By-Laws of National provides as follows:

          "A. The Corporation shall indemnify any person who is or was a
     director or officer of the Corporation, to the fullest extent permitted and
     in the manner provided by the laws of the State of New Jersey, including,
     without limitation, the indemnification permitted by N.J.S. 14A:3-5(8),
     against all liabilities (including amounts paid or incurred in
     satisfactions of settlements, judgments, fines and penalties) and expenses
     (including, without limitation, attorneys' fees and disbursements) imposed
     upon or incurred by such person in connection with 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") in which such
     person may be made, or threatened to be made, a party, or in which such
     person may become involved by reason of such person being or having been a
     director or officer of the Corporation, or of serving or having served at
     the request of the Corporation as a director, officer, trustee, employee or
     agent of, or in any other capacity with, another foreign or domestic
     corporation, or any partnership, joint venture, sole proprietorship,
     employee benefit plan, trust or other enterprise, whether or not for
     profit.


                                       5
<PAGE>


          B. During the pendency of any such Proceeding, the Corporation shall,
     to the fullest extent permitted by law, promptly advance expenses
     (including, without limitation, attorneys' fees and disbursements) that are
     incurred, from time to time, in connection therewith by any such current or
     former director or officer of the Corporation, subject to the receipt by
     the Corporation of an undertaking of such person as required by law.

          C. 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.

          D. 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."

     Section 14A:3-5 of the New Jersey Statutes Annotated provides:

             "INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.

     (1)  As used in this section,

          (a) "Corporate agent" means any person who is or was a director,
     officer, employee or agent of the indemnifying corporation or of any
     constituent corporation absorbed by the indemnifying corporation in a
     consolidation or merger and any person who is or was a director, officer,
     trustee, employee or agent of any other enterprise, serving as such at the
     request of the indemnifying corporation, or of any such constituent
     corporation, or the legal representative of any such director, officer,
     trustee, employee or agent;

          (b) "Other enterprise" means any domestic or foreign corporation,
     other than the indemnifying corporation, and any partnership, joint
     venture, sole proprietorship, trust, or other enterprise, whether or not
     for profit, served by a corporate agent;

          (c) "Expenses" means reasonable costs, disbursements and counsel fees;

          (d) "Liabilities" means amounts paid or incurred in satisfaction of
     settlements, judgments, fines and penalties;

          (e) "Proceeding" means 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; and

          (f) References to "other enterprises" include employee benefit plans;
     references to "fines" include any excise taxes assessed on a person with
     respect to an employee benefit plan; and references to "serving at the
     request of the indemnifying corporation" include any service as a corporate
     agent which imposes duties on, or involves services by, the corporate agent
     with respect to an employee benefit plan, its participants, or
     beneficiaries; and a person who acted in good faith and in a manner the
     person reasonably believed to be in the interest of the participants and
     beneficiaries of an employee benefit plan shall be deemed to have acted in
     a manner "not opposed to the best interests of the corporation" as referred
     to in this section.


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<PAGE>


     (2)  Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if

          (a) such corporate agent acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interest of the
     corporation; and

          (b) with respect to any criminal proceeding, such corporate agent had
     no reasonable cause to believe his conduct was unlawful. The termination of
     any proceeding by judgment, order, settlement, conviction or upon a plea of
     nolo contendere or its equivalent, shall not of itself create a presumption
     that such corporate agent did not meet the applicable standards of conduct
     set forth in paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).

     (3)  Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the corporate
agent by reason of his being or having been such corporate agent, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the court
in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all circumstances of the
case, such corporate agent is fairly and reasonably entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

     (4)  Any corporation organized for any purpose under any general or special
law of this State shall indemnify a corporate agent against expenses to the
extent that such corporate agent has been successful on the merits or otherwise
in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or in
defense of any claim, issue or matter therein.

     (5)  Any indemnification under subsection 14A:3-5(2) and, unless ordered by
a court, under subsection 14A:3-5(3), may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3).
Unless otherwise provided in the certificate of incorporation or bylaws, such
determination shall be made

          (a) by the board of directors or a committee thereof, acting by a
     majority vote of a quorum consisting of directors who were not parties to
     or otherwise involved in the proceeding; or

          (b) if such a quorum is not obtainable, or, even if obtainable and
     such quorum of the board of directors or committee by a majority vote of
     the disinterested directors so directs, by independent legal counsel, in a
     written opinion, such counsel to be designated by the board of directors;
     or

          (c) by the shareholders if the certificate of incorporation or bylaws
     or a resolution of the board of directors or of the shareholders so
     directs.

     (6) Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceeding as authorized by the board of directors upon receipt of an


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undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this section.

     (7)  (a) If a corporation upon application of a corporate agent has failed
or refused to provide indemnification as required under subsection 14A:3-5(4) or
permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate
agent may apply to a court for an award of indemnification by the corporation,
and such court

               (i)  may award indemnification to the extent authorized under
                    subsections 14A:3-5(2) and 14A:3-5(3) and shall award
                    indemnification to the extent required under
                    subsection 14A:3-5(4), notwithstanding any contrary
                    determination which may have been made under
                    subsection 14A:3-5(5); and

               (ii) may allow reasonable expenses to the extent authorized by,
                    and subject to the provisions of, subsection 14A:3-5(6), if
                    the court shall find that the corporate agent has by his
                    pleadings or during the course of the proceeding raised
                    genuine issues of fact or law.

          (b) Application for such indemnification may be made

               (i)  in the civil action in which the expenses were or are to be
                    incurred or other amounts were or are to be paid; or

               (ii) to the Superior Court in a separate proceeding. If the
                    application is for indemnification arising out of a civil
                    action, it shall set forth reasonable cause for the failure
                    to make application for such relief in the action or
                    proceeding in which the expenses were or are to be incurred
                    or other amounts were or are to be paid.

The application shall set forth the disposition of any previous application for
indemnification and shall bc made in such manner and form as may be required by
the applicable rules of court or, in the absence thereof, by direction of the
court to which it is made. Such application shall be upon notice to the
corporation. The court may also direct that notice shall be given at the expense
of the corporation to the shareholders and such other persons as it may
designate in such manner as it may require.

     (8)  The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation, to which a
corporate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no indemnification
shall be made to or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in subsection (3) of N.J.S. 14A:2 7, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the corporate agent of an improper personal benefit.

     (9)  Any corporation organized for any purpose under any general or special
law of this State shall have the power to purchase and maintain insurance on
behalf of any corporate agent against any expenses incurred in any proceeding
and any liabilities asserted against him by reason of his being or having been a
corporate agent, whether or not the corporation would have the power to
indemnify him against such expenses and liabilities under the provisions of this
section. The corporation may purchase such insurance from, or such insurance may


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be reinsured in whole or in part by, an insurer owned by or otherwise affiliated
with the corporation, whether or not such insurer does business with other
insureds.

     (10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate of
incorporation or bylaws authorizing the exercise of such powers.

     (11) Except as required by subsection 14A:3-5(4), no indemnification shall
be made or expenses advanced by a corporation under this section, and none shall
be ordered by a court, if such action would be inconsistent with a provision of
the certificate of incorporation, a bylaw, a resolution of the board of
directors or of the shareholders, an agreement or other proper corporate action,
in effect at the time of the accrual of the alleged cause of action asserted in
the proceeding, which prohibits, limits or otherwise conditions the exercise of
indemnification powers by the corporation or the rights of indemnification to
which a corporate agent may be entitled.

     (12) This section does not limit a corporation's power to pay or reimburse
expenses incurred by a corporate agent in connection with the corporate agent's
appearance as a witness in a proceeding at a time when the corporate agent has
not been made a party to the proceeding."

ITEM 8.   EXHIBITS.

Exhibit
Number   Description of Exhibits
------   -----------------------

3(i)      Articles of Incorporation:

*     -   Restated Certificate of Incorporation dated September 21, 1998
          (Exhibit 3.1, Form 10-K for the fiscal year ended September 30, 1998
          in File No. 1-3880).

3(ii)     By-Laws:

*     -   By-Laws as amended through December 13, 2001 (Exhibit 3.1, Form 10-K/A
          for the fiscal year ended September 30, 2001 in File No. 1-3880 filed
          with the SEC on January 25, 2002).

4         Instruments Defining the Rights of Security holders, including
          Indentures:

*     -   Indenture dated as of October 15, 1974, between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 2(b), File No. 2-51796).

*     -   Third Supplemental Indenture dated as of December 1, 1982, to
          Indenture dated as of October 15, 1974, between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4(a)(4) in File No. 33-49401).

*     -   Tenth Supplemental Indenture dated as of February 1, 1992, to
          Indenture dated as of October 15, 1974, between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4(a), Form 8-K dated February 14, 1992 in File No. 1-3880).

*     -   Eleventh Supplemental Indenture dated as of May 1, 1992, to Indenture
          dated as of October 15, 1974, between National Fuel Gas Company and
          The Bank of New York (formerly Irving Trust Company) (Exhibit 4(b),
          Form 8-K dated February 14, 1992 in File No. 1-3880).

*     -   Twelfth Supplemental Indenture dated as of June 1, 1992, to Indenture
          dated as of October 15, 1974, between National Fuel Gas Company and
          The Bank of New York (formerly Irving Trust Company) (Exhibit 4(c),
          Form 8-K dated June 18, 1992 in File No. 1-3880).

*     -   Thirteenth Supplemental Indenture dated as of March 1, 1993, to
          Indenture dated as of October 15, 1974, between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4(a)(14) in File No. 33-49401).

*     -   Fourteenth Supplemental Indenture dated as of July 1, 1993 to
          Indenture dated as of October 15, 1974 between National Fuel Gas


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<PAGE>


          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1993 in
          File No. 1-3880).

*     -   Fifteenth Supplemental Indenture dated as of September 1, 1996, to
          Indenture dated as of October 15, 1974 between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1996 in
          File No. 1-3880).

*     -   Indenture, dated as of October 1, 1999, between National Fuel Gas
          Company and The Bank of New York (Exhibit 4.1, Form 10-K for fiscal
          year ended September 30, 1999 in File No. 1-3880).

*     -   Officer's Certificate Establishing Medium-Term Notes, dated
          October 14, 1999 (Exhibit 4.2, Form 10-K for fiscal year ended
          September 30, 1999 in File No. 1-3880).

*     -   Officers Certificate establishing 6.50% Notes due 2022, dated
          September 18, 2002 (Exhibit 4, Form 8-K dated October 3, 2002 in File
          No. 1-3880).

*     -   Rights Agreement amended and restated as of April 30, 1999 between
          National Fuel Gas Company and HSBC Bank USA (Exhibit 10.2, Form 10-Q
          for the quarterly period ended March 31, 1999 in File No. 1-3880).

*     -   Certificate of Adjustment, dated September 7, 2001, to the Amended and
          Restated Rights Agreement dated as of April 30, 1999, between National
          Fuel Gas Company and HSBC Bank USA (Exhibit 4, Form 8-K dated
          September 7, 2001 in File No. 1-3880).

5         Opinion re legality:

5.1   -   Opinion of Stryker, Tams & Dill LLP, Counsel for National Fuel Gas
          Company.

5.2   -   Internal Revenue Service determination letter dated September 9, 2002
          that the Plan is qualified under Section 401 of the Internal Revenue
          Code.

23        Consents of experts and counsel:

23.1  -   Consent of PricewaterhouseCoopers LLP.

23.2  -   Consent of Stryker, Tams & Dill LLP is contained in its opinion filed
          as Exhibit 5.1 to this registration statement.

23.3  -   Consent of Ralph E. Davis Associates, Inc. regarding Seneca Resources
          Corporation.

23.4  -   Consent of Ralph E. Davis Associates, Inc. regarding National Fuel
          Exploration Corp.

23.5  -   Consent of Ralph E. Davis Associates, Inc. regarding Player Resources
          Ltd.

23.6  -   Consent of Freed Maxick & Battaglia, CPAs PC.

24        Power of attorney:

24.1  -   The Power of Attorney is contained on the signature page of this
          registration statement.

-------------------
*Incorporated herein by reference as indicated.


ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;


                                       10
<PAGE>


               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement; and

               (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the SEC by the
               registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          (4)  That, for purposes of determining any liability under the
               Securities Act of 1933, each filing of the registrant's Annual
               Report pursuant to Section 13(a) or Section 15(d) of the
               Securities Exchange Act of 1934 that is incorporated by reference
               in the registration statement shall be deemed to be a new
               registration statement relating to the securities offered herein,
               and the offering of such securities at that time shall be deemed
               to be the initial bona fide offering thereof.

     (b)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the provisions
          described under Item 6 above, or otherwise, the registrant has been
          advised that in the opinion of the SEC such indemnification is against
          public policy as expressed in the Securities Act of 1933 and is,
          therefore, unenforceable. In the event that a claim for
          indemnification against such liabilities (other than the payment by
          the registrant of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful defense of any
          action, suit or proceeding) is asserted by such director, officer or
          controlling person in connection with the securities being registered,
          the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act of
          1933, and will be governed by the final adjudication of such issue.


                                       11
<PAGE>


                                POWER OF ATTORNEY


     Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign in his
name and on his behalf, in any and all capacities stated below, and to file with
the SEC, any and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereby also appoints each such agent
for service as its attorney-in-fact with the authority to sign and file any such
amendments in its name and behalf.


                                   SIGNATURES


     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Buffalo, State of New York, on the 26th day of
December, 2002.

                                         NATIONAL FUEL GAS COMPANY


                                         By:  /s/ P. C. Ackerman
                                            ------------------------------------
                                                  P. C. Ackerman
                                            Chairman of the Board, President
                                            and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                   Signature                                     Title                       Date
                   ---------                                     -----                       ----


<S>                                               <C>                                   <C>
             /s/ P. C. Ackerman                   Chairman of the Board, President,     December 26, 2002
-----------------------------------------         Chief Executive Officer and Director
                 P. C. Ackerman


              /s/ J. P. Pawlowski                 Treasurer, Principal Financial        December 26, 2002
-----------------------------------------         Officer and Principal Accounting
                J. P. Pawlowski                   Officer



              /s/ R. T. Brady                     Director                              December 26, 2002
-----------------------------------------
                  R. T. Brady


              /s/ J. V. Glynn                     Director                              December 26, 2002
-----------------------------------------
                  J. V. Glynn


<PAGE>


              /s/ W. J. Hill                      Director                              December 26, 2002
-----------------------------------------
                   W. J. Hill


              /s/ B. J. Kennedy                   Director                              December 26, 2002
-----------------------------------------
                 B. J. Kennedy


              /s/ R. E. Kidder                    Director                              December 26, 2002
-----------------------------------------
                  R. E. Kidder


              /s/ B. S. Lee                       Director                              December 26, 2002
-----------------------------------------
                   B. S. Lee


              /s/ E. T. Mann                      Director                              December 26, 2002
-----------------------------------------
                   E. T. Mann


              /s/ G. L. Mazanec                   Director                              December 26, 2002
-----------------------------------------
                 G. L. Mazanec


              /s/ J. F. Riordan                   Director                              December 26, 2002
-----------------------------------------
                 J. F. Riordan
</TABLE>


<PAGE>


     THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees
Committee has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Buffalo, State of
New York, on the 26th day of December, 2002.

                                         By:        /s/ A. M. Cellino
                                            ------------------------------------
                                                        A. M. Cellino
                                            Chairman of the National Fuel Gas
                                            Company Tax-Deferred Savings Plan
                                            for Non-Union Employees Committee


<PAGE>


                                  EXHIBIT INDEX
                                  -------------


Exhibit
Number    Description of Exhibits
------    -----------------------

5.1       Opinion of Stryker, Tams & Dill LLP, Counsel for National Fuel Gas
          Company.

5.2       Internal Revenue Service determination letter dated September 9, 2002
          that the Plan is qualified under Section 401 of the Internal Revenue
          Code.

23.1      Consent of PricewaterhouseCoopers LLP.

23.2      Consent of Stryker, Tams & Dill LLP is contained in its opinion filed
          as Exhibit 5.1 to this registration statement.

23.3      Consent of Ralph E. Davis Associates, Inc. regarding Seneca Resources
          Corporation.

23.4      Consent of Ralph E. Davis Associates, Inc. regarding National Fuel
          Exploration Corp.

23.5      Consent of Ralph E. Davis Associates, Inc. regarding Player Resources
          Ltd.

23.6      Consent of Freed Maxick & Battaglia, CPAs PC.

24.1      The Power of Attorney is contained on the signature page of this
          registration statement.
[{"type": "S-8", "sequence": "1", "filename": "nats8nonuplan.txt", "description": "FORM S-8 - NON-UNION SAVINGS PLAN", "secsgml_size_bytes": 47696}]
{"company-data": {"conformed-name": "NATIONAL FUEL GAS CO", "cik": "0000070145", "assigned-sic": "4924", "irs-number": "131086010", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102211", "film-number": "02869276"}, "business-address": {"street1": "10 LAFAYETTE SQ", "city": "BUFFALO", "state": "NY", "zip": "14203", "phone": "7168576980"}, "mail-address": {"street1": "10 LAFAYETTE SQ", "street2": "10 LAFAYETTE SQ", "city": "BUFFALO", "state": "NY", "zip": "14203"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 2002

                                                     REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         -----------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         -----------------------------

                            NATIONAL FUEL GAS COMPANY
             (Exact name of registrant as specified in its charter)

                         -----------------------------

           New Jersey                                           13-1086010
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                               10 Lafayette Square
                             Buffalo, New York 14203
                                 (716) 857-7000

    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                         -----------------------------

               NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN
                             FOR NON-UNION EMPLOYEES
                            (Full title of the plan)

                         -----------------------------

      PHILIP C. ACKERMAN                       MICHAEL F. FITZPATRICK, JR., ESQ.
    Chairman of the Board,                         THELEN REID & PRIEST LLP
President and Chief Executive Officer                   875 Third Avenue
      10 Lafayette Square                            New York, New York 10022
    Buffalo, New York 14203                               (212) 603-2000
        (716) 857-7000

         (Names, addresses and telephone numbers, including area codes,
                             of agents for service)

                         -----------------------------

  It is respectfully requested that the Commission send copies of all orders,
                         notices and communications to:

                            JAMES P. BAETZHOLD, ESQ.
                               10 Lafayette Square
                             Buffalo, New York 14203
                                 (716) 857-7000

                         -----------------------------
CALCULATION OF REGISTRATION FEE

----------------------------------- ---------------- ------------------------ ------------------------- ------------------
                                                            PROPOSED                  PROPOSED
       TITLE OF SECURITIES           AMOUNT TO BE       MAXIMUM OFFERING         MAXIMUM AGGREGATE          AMOUNT OF
       TO BE REGISTERED (1)         REGISTERED (2)     PRICE PER SHARE (3)       OFFERING PRICE (4)     REGISTRATION FEE
----------------------------------- ---------------- ------------------------ ------------------------- ------------------
Common stock, one dollar ($1.00)       4,000,000             $21.25                 $85,000,000              $7,820
par value, common stock purchase
rights
----------------------------------- ---------------- ------------------------ ------------------------- ------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminable amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     registration statement also covers such indeterminable number of additional
     securities as may become deliverable as a result of stock splits, stock
     dividends or similar transactions, in accordance with the provisions of the
     employee benefit plan described herein.

(3)  Since no separate consideration will be paid for the common stock purchase
     rights, the registration fee for such securities is included in the fee for
     the common stock. The value attributable to the common stock purchase
     rights, if any, is reflected in the market price of the common stock.

(4)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities Act of 1933 on the basis of the average
     of the high and low prices of the registrant's common stock on the New York
     Stock Exchange composite tape on December 24, 2002.
EXPLANATORY NOTE

     This Registration Statement on Form S-8 covers the registration of
4,000,000 shares of common stock, one dollar ($1.00) par value, of National Fuel
Gas Company (National) and associated common stock purchase rights that may be
offered or sold to certain employees of National and its subsidiaries pursuant
to the terms of the National Fuel Gas Company Tax-Deferred Savings Plan for
Non-Union Employees (the Plan).

PART II.   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The SEC allows National to "incorporate by reference" the information that
National files with the SEC, which means that National may disclose important
information to you by referring you to those documents in this registration
statement. The information incorporated by reference is an important part of
this registration statement. National is incorporating by reference the
documents listed below and any future documents that are filed by National or
the Plan with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until National sells all of these securities or deregisters
all such securities remaining unsold. Any of those future filings will update,
supersede and replace the information contained in any documents incorporated by
reference in this registration statement at the time of the future filings.

     o    National's Annual Report on Form 10-K for the fiscal year ended
          September 30, 2002.

     o    The Plan's Annual Report on Form 11-K for the year ended December 31,
          2001.

     You may request a copy of these documents, at no cost to you, by writing or
calling Anna Marie Cellino, Secretary, National Fuel Gas Company, 10 Lafayette
Square, Buffalo, New York 14203, telephone (716) 857-7858.

ITEM 4.   DESCRIPTION OF SECURITIES.

     The following description of National's common stock is a summary and is
qualified by reference to the terms and provisions of National's Restated
Certificate of Incorporation, its By-Laws, and the Amended and Restated Rights
Agreement between National and HSBC Bank USA (Rights Agreement), which are filed
as exhibits to the registration statement and incorporated herein by reference.
Reference is also made to the indenture dated as of October 15, 1974, as
supplemented (1974 Indenture), between National and The Bank of New York, as
trustee.

     No shares of preferred stock of National are currently outstanding.
However, the Board of Directors of National has the ability to issue one or more
series of preferred stock from time to time. The actual effect of the preferred
stock upon the rights of the holders of National's common stock will not be
known until National's Board of Directors determines the respective rights of
the holders of one or more series of preferred stock. Such effects, however,
might include: (a) restrictions on dividends on National's common stock if
dividends on the preferred stock are in arrears; (b) dilution of the voting
power of National's common stock; (c) restrictions on the rights of the holders
of National's common stock to share in National's assets upon liquidation due to
satisfaction of any liquidation preference granted to the preferred stock; and
(d) dilution of rights of holders of National's common stock to share in
National's assets upon liquidation if the preferred stock is participating with
respect to distributions upon such liquidation.

                                       2
DIVIDEND RIGHTS

     The holders of common stock are entitled to receive dividends as declared
by the Board of Directors, out of funds legally available for the purpose and
subject to a limitation in the 1974 Indenture. The 1974 Indenture prohibits the
payment of cash dividends on, and the purchase or redemption of, common stock if
the cumulative dividends on and amounts paid for purchase or redemption of
common or preferred stock since December 31, 1967 exceed or would exceed
consolidated net income available for dividends for that same period plus $10
million plus any additional amount authorized or approved, upon application of
National, by the SEC.

     The Board of Directors' ability to declare dividends on common stock may
also be limited by the rights and preferences of certain series of preferred
stock, which may be issued from time to time, and by the terms of instruments
defining the rights of holders of outstanding indebtedness of National.

     VOTING RIGHTS AND CLASSIFICATION OF THE BOARD OF DIRECTORS

     The holders of common stock are entitled to one vote per share. The
affirmative vote of the majority of the votes cast by the holders of the common
stock is required for the merger or consolidation of National or for the sale of
substantially all of its assets. The Board of Directors is divided into three
classes, each with, as nearly as possible, an equal number of directors.

     LIQUIDATION RIGHTS

     Upon any dissolution, liquidation or winding up of National, the holders of
common stock are entitled to receive pro rata all of National's assets and funds
remaining after payment of or provision for creditors and subject to the rights
and preferences of each series of preferred stock.

     PREEMPTIVE RIGHTS

     Holders of common stock and any series of preferred stock that may be
issued have no preemptive right to purchase or subscribe for any shares of
capital stock of National.

     COMMON STOCK PURCHASE RIGHTS

     The holders of the common stock have one right for each of their shares.
Each right, which will initially be evidenced by the common stock certificates
representing the outstanding shares of common stock, entitles the holder to
purchase one-half of one share of common stock at a purchase price of $65.00 per
share, being $32.50 per half share, subject to adjustment (Purchase Price).

     The rights become exercisable upon the occurrence of a distribution date.
At any time following a distribution date, each holder of a right may exercise
its right to receive common stock (or, under certain circumstances, other
property of National) having a value equal to two times the Purchase Price of
the right then in effect. However, the rights are subject to redemption or
exchange by National prior to their exercise as described below.

     A distribution date would occur upon the earlier of:

     o    ten days after the public announcement that a person or group has
          acquired, or obtained the right to acquire, beneficial ownership of
          National's common stock or other voting stock having 10% or more of
          the total voting power of National's common stock and other voting
          stock; and

                                       3
o    ten days after the commencement or announcement by a person or group
          of an intention to make a tender or exchange offer that would result
          in that person acquiring, or obtaining the right to acquire,
          beneficial ownership of National's common stock or other voting stock
          having 10% or more of the total voting power of National's common
          stock and other voting stock.

     In certain situations after a person or group has acquired beneficial
ownership of 10% or more of the total voting power of National's stock as
described above, each holder of a right will have the right to exercise its
rights to receive common stock of the acquiring company having a value equal to
two times the Purchase Price of the right then in effect. These situations would
arise if National is acquired in a merger or other business combination or if
50% or more of National's assets or earning power are sold or transferred.

     At any time prior to the end of the business day on the tenth day following
the announcement that a person or group has acquired, or obtained the right to
acquire, beneficial ownership of 10% or more of the total voting power of
National, National may redeem the rights in whole, but not in part, at a price
of $.005 per right, payable in cash or stock. A decision to redeem the rights
requires the vote of 75% of National's full Board of Directors. Also, at any
time following the announcement that a person or group has acquired, or obtained
the right to acquire, beneficial ownership of 10% or more of the total voting
power of National, 75% of National's full Board of Directors may vote to
exchange the rights, in whole or in part, at an exchange rate of one share of
common stock, or other property deemed to have the same value, per right,
subject to certain adjustments.

     After a distribution date, rights that are owned by an acquiring person
will be null and void. Upon exercise of the rights, National may need additional
regulatory approvals to satisfy the requirements of the Rights Agreement. The
rights will expire on July 31, 2008, unless they are exchanged or redeemed
earlier than that date.

     The rights have anti-takeover effects because they will cause substantial
dilution of the common stock if a person attempts to acquire National on terms
not approved by the Board of Directors.

     BUSINESS COMBINATIONS

     National's Restated Certificate of Incorporation provides that certain
conditions must be met before the consummation of any merger or other business
combination by National or any of its subsidiaries with any stockholder who is
directly or indirectly the beneficial owner of 5% or more of National's
outstanding common stock (substantial stockholder) or with an affiliate of any
substantial stockholder. The term substantial stockholder does not include
National, any of its subsidiaries, or any trustee holding common stock of
National for the benefit of the employees of National or any of its subsidiaries
pursuant to one or more employee benefit plans or arrangements. The conditions,
which are in addition to those otherwise required by law, prescribe the minimum
amount per share that must be paid to holders of common stock and the form of
consideration paid, and require that the holders of common stock be furnished
certain information about the business combination prior to voting on it. A
business combination, as defined in the Restated Certificate of Incorporation,
generally means any of the following transactions:

     o    a merger, consolidation or share exchange;

     o    a sale, lease, exchange or other disposition of any assets in exchange
          for property having a fair market value of more than $10 million, if
          determined to be a business combination by certain directors of
          National in accordance with provisions of the Restated Certificate of
          Incorporation;

                                       4
o    the issuance or transfer of securities in exchange for property having
          a fair market value of more than $10 million, if determined to be a
          business combination by certain directors of National in accordance
          with provisions of the Restated Certificate of Incorporation;

     o    the adoption of a plan of liquidation or dissolution of National; or

     o    any reclassification of securities, recapitalization or reorganization
          that has the effect of increasing the proportionate share of the
          outstanding shares of any class of securities of National that is
          owned by any substantial stockholder or by any affiliate of a
          substantial stockholder.

     The approval of at least three-fourths of the entire Board of Directors or,
in the event that the Board of Directors consists of directors elected by the
holders of preferred stock, the approval of a majority of the entire Board, is
required to amend or repeal the classified board or business combination
provisions contained in the Restated Certificate of Incorporation.

     LISTING

     The common stock is, and will be, listed on the New York Stock Exchange.

     TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for the common stock is Computershare
Investor Services, LLC, Chicago, Illinois.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Ninth of National's Restated Certificate of Incorporation, as
amended, provides as follows:

          "No director or officer of this corporation shall be personally liable
     to the corporation or any of its shareholders for monetary damages for
     breach of any duty owed to the corporation or any of its shareholders,
     except to the extent that such exemption from liability is not permitted
     under the New Jersey Business Corporation Act, as the same exists or may
     hereafter be amended, or under any revision thereof or successor statute
     thereto."

     Article II, Paragraph 8 of the By-Laws of National provides as follows:

          "A. The Corporation shall indemnify any person who is or was a
     director or officer of the Corporation, to the fullest extent permitted and
     in the manner provided by the laws of the State of New Jersey, including,
     without limitation, the indemnification permitted by N.J.S. 14A:3-5(8),
     against all liabilities (including amounts paid or incurred in
     satisfactions of settlements, judgments, fines and penalties) and expenses
     (including, without limitation, attorneys' fees and disbursements) imposed
     upon or incurred by such person in connection with 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") in which such
     person may be made, or threatened to be made, a party, or in which such
     person may become involved by reason of such person being or having been a
     director or officer of the Corporation, or of serving or having served at
     the request of the Corporation as a director, officer, trustee, employee or
     agent of, or in any other capacity with, another foreign or domestic
     corporation, or any partnership, joint venture, sole proprietorship,
     employee benefit plan, trust or other enterprise, whether or not for
     profit.

                                       5
B. During the pendency of any such Proceeding, the Corporation shall,
     to the fullest extent permitted by law, promptly advance expenses
     (including, without limitation, attorneys' fees and disbursements) that are
     incurred, from time to time, in connection therewith by any such current or
     former director or officer of the Corporation, subject to the receipt by
     the Corporation of an undertaking of such person as required by law.

          C. 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.

          D. 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."

     Section 14A:3-5 of the New Jersey Statutes Annotated provides:

             "INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.

     (1)  As used in this section,

          (a) "Corporate agent" means any person who is or was a director,
     officer, employee or agent of the indemnifying corporation or of any
     constituent corporation absorbed by the indemnifying corporation in a
     consolidation or merger and any person who is or was a director, officer,
     trustee, employee or agent of any other enterprise, serving as such at the
     request of the indemnifying corporation, or of any such constituent
     corporation, or the legal representative of any such director, officer,
     trustee, employee or agent;

          (b) "Other enterprise" means any domestic or foreign corporation,
     other than the indemnifying corporation, and any partnership, joint
     venture, sole proprietorship, trust, or other enterprise, whether or not
     for profit, served by a corporate agent;

          (c) "Expenses" means reasonable costs, disbursements and counsel fees;

          (d) "Liabilities" means amounts paid or incurred in satisfaction of
     settlements, judgments, fines and penalties;

          (e) "Proceeding" means 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; and

          (f) References to "other enterprises" include employee benefit plans;
     references to "fines" include any excise taxes assessed on a person with
     respect to an employee benefit plan; and references to "serving at the
     request of the indemnifying corporation" include any service as a corporate
     agent which imposes duties on, or involves services by, the corporate agent
     with respect to an employee benefit plan, its participants, or
     beneficiaries; and a person who acted in good faith and in a manner the
     person reasonably believed to be in the interest of the participants and
     beneficiaries of an employee benefit plan shall be deemed to have acted in
     a manner "not opposed to the best interests of the corporation" as referred
     to in this section.

                                       6
(2)  Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if

          (a) such corporate agent acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interest of the
     corporation; and

          (b) with respect to any criminal proceeding, such corporate agent had
     no reasonable cause to believe his conduct was unlawful. The termination of
     any proceeding by judgment, order, settlement, conviction or upon a plea of
     nolo contendere or its equivalent, shall not of itself create a presumption
     that such corporate agent did not meet the applicable standards of conduct
     set forth in paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).

     (3)  Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the corporate
agent by reason of his being or having been such corporate agent, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the court
in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all circumstances of the
case, such corporate agent is fairly and reasonably entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

     (4)  Any corporation organized for any purpose under any general or special
law of this State shall indemnify a corporate agent against expenses to the
extent that such corporate agent has been successful on the merits or otherwise
in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or in
defense of any claim, issue or matter therein.

     (5)  Any indemnification under subsection 14A:3-5(2) and, unless ordered by
a court, under subsection 14A:3-5(3), may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3).
Unless otherwise provided in the certificate of incorporation or bylaws, such
determination shall be made

          (a) by the board of directors or a committee thereof, acting by a
     majority vote of a quorum consisting of directors who were not parties to
     or otherwise involved in the proceeding; or

          (b) if such a quorum is not obtainable, or, even if obtainable and
     such quorum of the board of directors or committee by a majority vote of
     the disinterested directors so directs, by independent legal counsel, in a
     written opinion, such counsel to be designated by the board of directors;
     or

          (c) by the shareholders if the certificate of incorporation or bylaws
     or a resolution of the board of directors or of the shareholders so
     directs.

     (6) Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceeding as authorized by the board of directors upon receipt of an

                                       7
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this section.

     (7)  (a) If a corporation upon application of a corporate agent has failed
or refused to provide indemnification as required under subsection 14A:3-5(4) or
permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate
agent may apply to a court for an award of indemnification by the corporation,
and such court

               (i)  may award indemnification to the extent authorized under
                    subsections 14A:3-5(2) and 14A:3-5(3) and shall award
                    indemnification to the extent required under
                    subsection 14A:3-5(4), notwithstanding any contrary
                    determination which may have been made under
                    subsection 14A:3-5(5); and

               (ii) may allow reasonable expenses to the extent authorized by,
                    and subject to the provisions of, subsection 14A:3-5(6), if
                    the court shall find that the corporate agent has by his
                    pleadings or during the course of the proceeding raised
                    genuine issues of fact or law.

          (b) Application for such indemnification may be made

               (i)  in the civil action in which the expenses were or are to be
                    incurred or other amounts were or are to be paid; or

               (ii) to the Superior Court in a separate proceeding. If the
                    application is for indemnification arising out of a civil
                    action, it shall set forth reasonable cause for the failure
                    to make application for such relief in the action or
                    proceeding in which the expenses were or are to be incurred
                    or other amounts were or are to be paid.

The application shall set forth the disposition of any previous application for
indemnification and shall bc made in such manner and form as may be required by
the applicable rules of court or, in the absence thereof, by direction of the
court to which it is made. Such application shall be upon notice to the
corporation. The court may also direct that notice shall be given at the expense
of the corporation to the shareholders and such other persons as it may
designate in such manner as it may require.

     (8)  The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation, to which a
corporate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no indemnification
shall be made to or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in subsection (3) of N.J.S. 14A:2 7, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the corporate agent of an improper personal benefit.

     (9)  Any corporation organized for any purpose under any general or special
law of this State shall have the power to purchase and maintain insurance on
behalf of any corporate agent against any expenses incurred in any proceeding
and any liabilities asserted against him by reason of his being or having been a
corporate agent, whether or not the corporation would have the power to
indemnify him against such expenses and liabilities under the provisions of this
section. The corporation may purchase such insurance from, or such insurance may

                                       8
be reinsured in whole or in part by, an insurer owned by or otherwise affiliated
with the corporation, whether or not such insurer does business with other
insureds.

     (10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate of
incorporation or bylaws authorizing the exercise of such powers.

     (11) Except as required by subsection 14A:3-5(4), no indemnification shall
be made or expenses advanced by a corporation under this section, and none shall
be ordered by a court, if such action would be inconsistent with a provision of
the certificate of incorporation, a bylaw, a resolution of the board of
directors or of the shareholders, an agreement or other proper corporate action,
in effect at the time of the accrual of the alleged cause of action asserted in
the proceeding, which prohibits, limits or otherwise conditions the exercise of
indemnification powers by the corporation or the rights of indemnification to
which a corporate agent may be entitled.

     (12) This section does not limit a corporation's power to pay or reimburse
expenses incurred by a corporate agent in connection with the corporate agent's
appearance as a witness in a proceeding at a time when the corporate agent has
not been made a party to the proceeding."

ITEM 8.   EXHIBITS.

Exhibit
Number   Description of Exhibits
------   -----------------------

3(i)      Articles of Incorporation:

*     -   Restated Certificate of Incorporation dated September 21, 1998
          (Exhibit 3.1, Form 10-K for the fiscal year ended September 30, 1998
          in File No. 1-3880).

3(ii)     By-Laws:

*     -   By-Laws as amended through December 13, 2001 (Exhibit 3.1, Form 10-K/A
          for the fiscal year ended September 30, 2001 in File No. 1-3880 filed
          with the SEC on January 25, 2002).

4         Instruments Defining the Rights of Security holders, including
          Indentures:

*     -   Indenture dated as of October 15, 1974, between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 2(b), File No. 2-51796).

*     -   Third Supplemental Indenture dated as of December 1, 1982, to
          Indenture dated as of October 15, 1974, between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4(a)(4) in File No. 33-49401).

*     -   Tenth Supplemental Indenture dated as of February 1, 1992, to
          Indenture dated as of October 15, 1974, between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4(a), Form 8-K dated February 14, 1992 in File No. 1-3880).

*     -   Eleventh Supplemental Indenture dated as of May 1, 1992, to Indenture
          dated as of October 15, 1974, between National Fuel Gas Company and
          The Bank of New York (formerly Irving Trust Company) (Exhibit 4(b),
          Form 8-K dated February 14, 1992 in File No. 1-3880).

*     -   Twelfth Supplemental Indenture dated as of June 1, 1992, to Indenture
          dated as of October 15, 1974, between National Fuel Gas Company and
          The Bank of New York (formerly Irving Trust Company) (Exhibit 4(c),
          Form 8-K dated June 18, 1992 in File No. 1-3880).

*     -   Thirteenth Supplemental Indenture dated as of March 1, 1993, to
          Indenture dated as of October 15, 1974, between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4(a)(14) in File No. 33-49401).

*     -   Fourteenth Supplemental Indenture dated as of July 1, 1993 to
          Indenture dated as of October 15, 1974 between National Fuel Gas

                                       9
Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1993 in
          File No. 1-3880).

*     -   Fifteenth Supplemental Indenture dated as of September 1, 1996, to
          Indenture dated as of October 15, 1974 between National Fuel Gas
          Company and The Bank of New York (formerly Irving Trust Company)
          (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1996 in
          File No. 1-3880).

*     -   Indenture, dated as of October 1, 1999, between National Fuel Gas
          Company and The Bank of New York (Exhibit 4.1, Form 10-K for fiscal
          year ended September 30, 1999 in File No. 1-3880).

*     -   Officer's Certificate Establishing Medium-Term Notes, dated
          October 14, 1999 (Exhibit 4.2, Form 10-K for fiscal year ended
          September 30, 1999 in File No. 1-3880).

*     -   Officers Certificate establishing 6.50% Notes due 2022, dated
          September 18, 2002 (Exhibit 4, Form 8-K dated October 3, 2002 in File
          No. 1-3880).

*     -   Rights Agreement amended and restated as of April 30, 1999 between
          National Fuel Gas Company and HSBC Bank USA (Exhibit 10.2, Form 10-Q
          for the quarterly period ended March 31, 1999 in File No. 1-3880).

*     -   Certificate of Adjustment, dated September 7, 2001, to the Amended and
          Restated Rights Agreement dated as of April 30, 1999, between National
          Fuel Gas Company and HSBC Bank USA (Exhibit 4, Form 8-K dated
          September 7, 2001 in File No. 1-3880).

5         Opinion re legality:

5.1   -   Opinion of Stryker, Tams & Dill LLP, Counsel for National Fuel Gas
          Company.

5.2   -   Internal Revenue Service determination letter dated September 9, 2002
          that the Plan is qualified under Section 401 of the Internal Revenue
          Code.

23        Consents of experts and counsel:

23.1  -   Consent of PricewaterhouseCoopers LLP.

23.2  -   Consent of Stryker, Tams & Dill LLP is contained in its opinion filed
          as Exhibit 5.1 to this registration statement.

23.3  -   Consent of Ralph E. Davis Associates, Inc. regarding Seneca Resources
          Corporation.

23.4  -   Consent of Ralph E. Davis Associates, Inc. regarding National Fuel
          Exploration Corp.

23.5  -   Consent of Ralph E. Davis Associates, Inc. regarding Player Resources
          Ltd.

23.6  -   Consent of Freed Maxick & Battaglia, CPAs PC.

24        Power of attorney:

24.1  -   The Power of Attorney is contained on the signature page of this
          registration statement.

-------------------
*Incorporated herein by reference as indicated.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

                                       10
(ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement; and

               (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the SEC by the
               registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          (4)  That, for purposes of determining any liability under the
               Securities Act of 1933, each filing of the registrant's Annual
               Report pursuant to Section 13(a) or Section 15(d) of the
               Securities Exchange Act of 1934 that is incorporated by reference
               in the registration statement shall be deemed to be a new
               registration statement relating to the securities offered herein,
               and the offering of such securities at that time shall be deemed
               to be the initial bona fide offering thereof.

     (b)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the provisions
          described under Item 6 above, or otherwise, the registrant has been
          advised that in the opinion of the SEC such indemnification is against
          public policy as expressed in the Securities Act of 1933 and is,
          therefore, unenforceable. In the event that a claim for
          indemnification against such liabilities (other than the payment by
          the registrant of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful defense of any
          action, suit or proceeding) is asserted by such director, officer or
          controlling person in connection with the securities being registered,
          the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act of
          1933, and will be governed by the final adjudication of such issue.

                                       11
POWER OF ATTORNEY

     Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign in his
name and on his behalf, in any and all capacities stated below, and to file with
the SEC, any and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereby also appoints each such agent
for service as its attorney-in-fact with the authority to sign and file any such
amendments in its name and behalf.

                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Buffalo, State of New York, on the 26th day of
December, 2002.

                                         NATIONAL FUEL GAS COMPANY

                                         By:  /s/ P. C. Ackerman
                                            ------------------------------------
                                                  P. C. Ackerman
                                            Chairman of the Board, President
                                            and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                     Title                       Date
                   ---------                                     -----                       ----
/s/ P. C. Ackerman                   Chairman of the Board, President,     December 26, 2002
-----------------------------------------         Chief Executive Officer and Director
                 P. C. Ackerman

              /s/ J. P. Pawlowski                 Treasurer, Principal Financial        December 26, 2002
-----------------------------------------         Officer and Principal Accounting
                J. P. Pawlowski                   Officer

              /s/ R. T. Brady                     Director                              December 26, 2002
-----------------------------------------
                  R. T. Brady

              /s/ J. V. Glynn                     Director                              December 26, 2002
-----------------------------------------
                  J. V. Glynn
/s/ W. J. Hill                      Director                              December 26, 2002
-----------------------------------------
                   W. J. Hill

              /s/ B. J. Kennedy                   Director                              December 26, 2002
-----------------------------------------
                 B. J. Kennedy

              /s/ R. E. Kidder                    Director                              December 26, 2002
-----------------------------------------
                  R. E. Kidder

              /s/ B. S. Lee                       Director                              December 26, 2002
-----------------------------------------
                   B. S. Lee

              /s/ E. T. Mann                      Director                              December 26, 2002
-----------------------------------------
                   E. T. Mann

              /s/ G. L. Mazanec                   Director                              December 26, 2002
-----------------------------------------
                 G. L. Mazanec

              /s/ J. F. Riordan                   Director                              December 26, 2002
-----------------------------------------
                 J. F. Riordan
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees
Committee has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Buffalo, State of
New York, on the 26th day of December, 2002.

                                         By:        /s/ A. M. Cellino
                                            ------------------------------------
                                                        A. M. Cellino
                                            Chairman of the National Fuel Gas
                                            Company Tax-Deferred Savings Plan
                                            for Non-Union Employees Committee
EXHIBIT INDEX
                                  -------------

Exhibit
Number    Description of Exhibits
------    -----------------------

5.1       Opinion of Stryker, Tams & Dill LLP, Counsel for National Fuel Gas
          Company.

5.2       Internal Revenue Service determination letter dated September 9, 2002
          that the Plan is qualified under Section 401 of the Internal Revenue
          Code.

23.1      Consent of PricewaterhouseCoopers LLP.

23.2      Consent of Stryker, Tams & Dill LLP is contained in its opinion filed
          as Exhibit 5.1 to this registration statement.

23.3      Consent of Ralph E. Davis Associates, Inc. regarding Seneca Resources
          Corporation.

23.4      Consent of Ralph E. Davis Associates, Inc. regarding National Fuel
          Exploration Corp.

23.5      Consent of Ralph E. Davis Associates, Inc. regarding Player Resources
          Ltd.

23.6      Consent of Freed Maxick & Battaglia, CPAs PC.

24.1      The Power of Attorney is contained on the signature page of this
          registration statement.