As filed with the Securities Exchange                          Registration No.
Commission on May 1, 1996


                       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            (IRS Employer Identification No.)
incorporation or organization)

                  10 Lafayette Square, Buffalo, New York 14203
                                 (716) 857-7000
              (Address of registrant's Principal Executive Offices)

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

               National Fuel Gas Company Tax-Deferred Savings Plan
                            (Full Title of the Plan)

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

                                RONALD J. TANSKI
                               10 Lafayette Square
                             Buffalo, New York 14203
                                 (716) 857-6981

               (Name, Address and Telephone Number of Agent For Service)

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

                                   Copies to:

                                 KYLE G. STORIE
                               10 Lafayette Square
                             Buffalo, New York 14203
                                 (716) 857-7328


This  Registration  Statement  on  Form  S-8  consists  of 15  pages  (including
exhibits). The index to exhibits is set forth on sequentially numbered Page 14.


             C A L C U L A T I O N O F R E G I S T R A T I O N F E E


                                        Proposed      Proposed
                       Amount           Maximum       Maximum
Title of Each Class    to be            Offering      Aggregate     Amount of
of Securities to be    Registered       Price Per     Offering     Registration
     Registered (1)   (Shares)(2)      Share (3)      Price            Fee

Common Stock          1,000,000        $35.125       $35,125,000    $12,111.10


(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  shares of Common Stock as may become  deliverable as a result
       of stock splits,  stock  dividends or similar  transactions in accordance
       with the provisions of the Plan.

(3)    Determined  on the basis of the average of the high and low sales  prices
       of the Common Stock reported on the New York Stock  Exchange,  quotations
       for the last known sale on April 30,  1996,  solely for the  purposes  of
       calculating  the  registration  fee, in accordance with Rule 457(c) under
       the Securities Act of 1933.


                          E X P L A N A T O R Y N O T E

       This  Registration  Statement  on Form S-8  covers  the  registration  of
1,000,000  shares of National Fuel Gas Company  Common Stock 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 (the "Plan").


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference.

                The following  documents filed by National Fuel Gas Company (the
"Company") and the Plan with the Securities and Exchange  Commission pursuant to
the Securities  Exchange Act of 1934 (the "Exchange  Act") are  incorporated  by
reference in this Registration Statement:

                (a)        The Company's Annual Report on Form 10-K for the yea
 ended September 30, 1995;

                (b)        The  Company's  Quarterly  Report on Form 10-Q for
the quarterly  period ended  December 31, 1995.

                (c) The Plan's Form 11-K Annual Report pursuant to Section 15(d)
of the Securities Exchange Act of 1934 for the period ended December 31, 1994.

       In  addition,  all  documents  filed by the  Company or the Plan with the
Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
after  the date of this  Registration  Statement  and  prior to the  filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents; provided, however, that
the documents  enumerated above or subsequently filed by the Company or the Plan
pursuant to Section 13 or 15(d) of the Exchange Act prior to the filing with the
Commission of the Company's most recent Annual Report on Form 10-K or the Plan's
most  recent  Annual  Report  on Form  11-K,  as the case may be,  shall  not be
incorporated  by  reference in this  registration  statement or be a part hereof
from and after the date of filing of such  Annual  Report on Form 10-K or Annual
Report on Form 11-K, as the case may be.

       Any  statement  contained  in a  document  incorporated  or  deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement.

       The financial  statements of the Company included in the Company's Annual
Report on Form 10-K for the fiscal  year ended  September  30,  1995,  have been
audited by Price  Waterhouse LLP,  independent  auditors,  as set forth in their
report included  therein and  incorporated  herein by reference.  Such financial
statements are, and audited financial  statements to be included in subsequently
filed documents will be,  incorporated  herein by reference in reliance upon the
reports of Price Waterhouse LLP pertaining to such financial  statements (to the
extent covered by consents filed with the Securities and Exchange Commission).

Item 4.         Description of Securities

                The  following  is a brief  summary  of certain of the terms and
provisions  of the Company's  Common Stock.  This summary does not purport to be
complete  and is  qualified  in its  entirety  by  reference  to the  terms  and
provisions of the Company's  Restated  Certificate of Incorporation,  as amended
(Restated  Certificate of  Incorporation),  and By-Laws,  as amended,  which are
filed as exhibits  to the  Registration  Statement  and  incorporated  herein by
reference.  Reference  is also made to the  Company's  Debenture  Indenture,  as
supplemented.
No shares of Preferred Stock are currently outstanding.

                Dividend Rights

                The  holders  of  Common  Stock are  entitled  to  receive  such
dividends  as are  declared  by the  Board of  Directors,  after  payment  of or
provision  for  full  cumulative  dividends  and  sinking  funds,  if  any,  for
outstanding Preferred Stock and subject to certain other limitations relating to
outstanding  indebtedness and Preferred Stock of the Company. In general,  these
limitations  prohibit or restrict the amount of payment of cash dividends on, or
purchase  or  redemption  of,  Common  Stock in the  following  situations:  (1)
cumulative  dividends on and amounts paid for purchase or  redemption  of Common
and 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 the Company,
by the Commission;  (2) the sum of Common Stock capital and consolidated surplus
(as adjusted) is or would become less than the aggregate involuntary liquidating
value of  outstanding  Preferred  Stock;  or (3) Common Stock equity is or would
become less than 25% of total consolidated  capitalization  (as defined).  Under
the most  restrictive  of these tests,  $305,700,000  of  consolidated  retained
earnings at September 30, 1995, was free of such limitations.

                Voting Rights and Classification of the Board of Directors

                The holders of Common  Stock are entitled to one vote per share.
Whenever  dividends on all outstanding  series of Preferred Stock are in default
in an amount equivalent to four full quarterly  dividends,  and thereafter until
such  dividends  are paid or declared and set aside for payment,  the holders of
all shares of Preferred Stock voting as a class are entitled to elect additional
directors  necessary  to  constitute a majority of the Board of  Directors.  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 the Company or for the sale
of substantially  all of its assets.  In addition,  approval of the holders of a
majority of the  outstanding  shares of  Preferred  Stock,  voting as a separate
class, is required for any such  transaction  unless the transaction is ordered,
exempted,  approved or  permitted by the  Commission.  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 the Company,
the  holders  of  Common  Stock  are  entitled  to  receive  pro rata all of the
Company's assets and funds remaining after payment of or provision for creditors
and distribution of or provision for preferential amounts and unpaid accumulated
dividends to holders of Preferred Stock.

                Preemptive Rights

                Holders of Common Stock and  Preferred  Stock have no preemptive
right to purchase or subscribe for any shares of capital stock of the Company.

                Business Combinations

                The Company's  Restated  Certificate of  Incorporation  provides
that certain  conditions  must be met before the  consummation  of any merger or
other "Business  Combination" by the Company or any of its subsidiaries with any
stockholder who is directly or indirectly the beneficial  owner of 5% or more of
the Company's  outstanding  Common Stock  (Substantial  Stockholder)  or with an
affiliate of any such stockholder (Affiliate).  The term Substantial Stockholder
does not include the Company,  any of its  subsidiaries,  or any Trustee holding
Common  Stock of the Company for the benefit of the  employees of the Company 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.  Business  Combination,  as  defined  in the  Restated
Certificate of Incorporation, generally means any of the following transactions:
a merger,  consolidation  or share exchange;  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  the  Company  in  accordance  with  provisions  of  the  Restated
Certificate of Incorporation; 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 the Company in accordance
with provisions of the Restated Certificate of Incorporation;  the adoption of a
plan of liquidation or dissolution of the Company;  or 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
the Company 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
Chemical Bank, New York, New York.


Item 5.         Interests of Named Experts and Counsel.

                To the best  knowledge of the  Registrant,  no expert or counsel
named  herein  or  in  the  Information  Statement  delivered  pursuant  to  the
requirements  of  Part I of  the  Registration  Statement  has  any  substantial
interest,  direct or indirect,  in any matter  connected with this  Registration
Statement and the preparation and filing thereof.

Item 6.         Indemnification of Officers and Directors.

                  Article Ninth of the Company'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 the Company provides
as follows:

                  "A. The Corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any pending, threatened or
         completed civil,  criminal,  administrative or arbitrative action, suit
         or proceeding,  and any appeal therein and any inquiry or investigation
         which could lead to such action,  suit or proceeding  ("Proceeding") by
         reason of the fact that such  person is or was a director or officer of
         the Corporation, or, while a director or officer of the Corporation, is
         or  was  serving  at the  request  of the  Corporation  as a  director,
         officer,  trustee,  employee  or agent of another  foreign or  domestic
         corporation, or of any partnership, joint venture, sole proprietorship,
         employee  benefit plan, trust or other  enterprise,  whether or not for
         profit,  to the fullest extent  permitted and in the manner provided by
         the laws of the State of New Jersey.

                  B.  Nothing in this  paragraph  8 shall  restrict or limit the
         power of the  Corporation to indemnify its employees,  agents and other
         persons,  to  advance  expenses  (including  attorneys'  fees) on their
         behalf and to purchase and  maintain  insurance on behalf of any person
         who is or was a director, officer, employee or agent of the Corporation
         in connection with any Proceeding.

                  C. The indemnification  provided by this paragraph 8 shall not
         exclude any other rights to which a person seeking  indemnification may
         be entitled under the Certificate of Incorporation, By-Laws, agreement,
         vote of shareholders or otherwise. The indemnification provided by this
         paragraph  8 shall  continue  as to a  person  who has  ceased  to be a
         director  or  officer,  and  shall  extend to the  estate  or  personal
         representative of any deceased director or officer."

         Section 14A:3-5 of the New Jersey Statutes (N.J.S.) 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.

(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 interests of the corporation; and

(b) with  respect  to any  criminal  proceeding,  such  corporate  agent  had no
reasonable cause to believe his conduct was unlawful.

         This  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 N.J.S.
         14A:3-5(2)(a) and N.J.S.
         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 N.J.S. 14A:3-5(2) and N.J.S. 14A:3-5(3) or
in defense of any claim, issue or matter therein.

(5) Any indemnification  under subsection N.J.S.  14A:3-5(2) and, unless ordered
by a court, under subsection N.J.S.  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  N.J.S.  14A:3-5(2)  or  subsection
N.J.S. 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 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  N.J.S.
14A:3-5(4) or permitted under subsections N.J.S.  14A:3-5(2),  N.J.S. 14A:3-5(3)
and N.J.S.  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 N.J.S.
14A:3-5(2) and N.J.S.  14A:3-5(3) and shall award  indemnification to the extent
required  under  subsection  N.J.S.  14A:3-5(4),  notwithstanding  any  contrary
determination which may have been made under subsection N.J.S. 14A:3-5(5); and

(ii) may allow reasonable  expenses to the extent  authorized by, and subject to
the provisions of,  subsection N.J.S.  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 be 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
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  N.J.S.  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.

                Following is a list of all  applicable  exhibits filed with this
Registration  Statement  pursuant to the  requirements of Item 601 of Regulation
S-K:

     Exhibit

       4.1      Restated  Certificate  of  Incorporation  of  National  Fuel Gas
                Company,  dated March 15,  1985  (Exhibit  10-00,  Form 10-K for
                fiscal year ended September 30, 1991 in File No. 1-3880).

       4.2      Certificate   of   Amendment   of   Restated    Certificate   of
                Incorporation of National Fuel Gas Company,  dated March 9, 1987
                (Exhibit  3.1 to Form 10-K for fiscal year ended  September  30,
                1995 in File No. 1-3880).

       4.3      Certificate   of   Amendment   of   Restated    Certificate   of
                Incorporation  of National Fuel Gas Company,  dated February 22,
                1988  (Exhibit 3.2 to Form 10-K for fiscal year ended  September
                30, 1995 in File No. 1-3880).

       4.4      Certificate   of   Amendment   of   Restated    Certificate   of
                Incorporation,  dated March 17, 1992 (Exhibit EX-3(a), Form 10-K
                for fiscal year ended September 30, 1992 in File No. 1-3880).

4.5             National Fuel Gas Company  By-Laws as amended  through June 9,
                1994 (Exhibit 3.1, Form 10-K for fiscal year ended September 30,
                1994 in File No. 1-3880).

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

       4.7      Ninth  Supplemental  Indenture  dated as of January 1, 1990,  to
                Indenture dated as of October 15, 1974,  between the Company and
                The Bank of New York (formerly  Irving Trust  Company)  (Exhibit
                EX-4.4,  Form 10-K for fiscal year ended  September  30, 1992 in
                File No. 1-3880)

       4.8      Tenth  Supplemental  Indenture  dated as of February 1, 1992, to
                Indenture dated as of October 15, 1974,  between the 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)

       4.9      Eleventh  Supplemental  Indenture  dated as of May 1,  1992,  to
                Indenture dated as of October 15, 1974,  between the 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)

       4.10     Twelfth  Supplemental  Indenture  dated as of June 1,  1992,  to
                Indenture dated as of October 15, 1974,  between the 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)

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

       4.12     Fourteenth  Supplemental  Indenture dated as of July 1, 1993, to
                Indenture dated as of October 15, 1974,  between the 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)

       5.1      Opinion of Counsel, Stryker, Tams & Dill.

       5.2      Internal  Revenue Service  determination  letter dated December
                28, 1995 that the Plan is qualified under Section 401 of the 
                Internal Revenue Code.

       23.1     Consent of Price Waterhouse LLP.

       23.2     Consent of Stryker, Tams & Dill (contained in Opinion at Exhibit
                5.1).

       24.1     Power of Attorney (included in signature page hereto).



Item 9.         Undertakings.

                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;

                (ii) To reflect in the  prospectus (as defined in Part I of Form
                S-8) 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;

                (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 clauses (1)(i) and (1)(ii) do not apply
to this  registration  statement on Form S-8 if the  information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the  Securities  Exchange Act of 1934 that are  incorporated  by reference in
this 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.

       The  undersigned  registrant  hereby  undertakes  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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       The Company has purchased and maintains insurance coverage under a policy
insuring  directors and officers of the Company,  which may include coverage for
liabilities arising under the Securities Act of 1933. 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 Item
6, or  otherwise,  the  registrant  has been  advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act 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 Act and
will be governed by the final adjudication of such issue.


                                POWER OF ATTORNEY

       Each of the  undersigned  officers  and  directors  of National  Fuel Gas
Company hereby constitutes and appoints Philip C. Ackerman and Ronald J. Tanski,
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
Securities  and  Exchange   Commission,   any  and  all  amendments,   including
post-effective  amendments,  to this registration statement,  and the registrant
hereby also appoints  Philip C. Ackerman and Ronald J. Tanski,  and each of them
severally,  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 30th day of
April, 1996.

                               NATIONAL FUEL GAS COMPANY



                                By:  /s/Bernard J. Kenned
                                     Bernard J. Kennedy, Chairman of the Board,
                                     President and Chief Executive Office


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
dates indicated.

     Signature                            Title                        Date

/s/Bernard J. Kennedy         Chairman of the Board, President,        4/30/96
Bernard J. Kennedy            Chief Executive Officer and Director


/s/Philip C. Ackerman         Senior Vice President, Principal         4/30/96
Philip C. Ackerman            Financial Officer and Director


/s/Joseph P. Pawlowski        Treasurer and Principal
Joseph P. Pawlowski           Accounting Officer                       4/30/96


/s/Robert T. Brady            Director                                 4/30/96
Robert T. Brady


/s/David N. Campbell          Director                                 4/30/96
David N. Campbell


/s/William J. Hill            Director                                 4/30/96
William J. Hill


/s/Luiz F. Kahl               Director                                 4/30/96
Luiz F. Kahl


/s/Bernard S. Lee             Director                                 4/30/96
Bernard S. Lee


/s/Eugene T. Mann             Director                                 4/30/96
Eugene T. Mann


/s/Leonard Rochwarger         Director                                 4/30/96
Leonard Rochwarger


/s/George H. Schofield        Director                                 4/30/96
George H. Schofield


                                POWER OF ATTORNEY

The Plan hereby  appoints  Philip C. Ackerman and Ronald J. Tanski,  and each of
them severally,  as its  attorney-in-fact  to sign in its name and behalf and to
file  with the  Securities  and  Exchange  Commission,  any and all  amendments,
including post-effective amendments, to this registration statement.

                                   SIGNATURES

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
National Fuel Gas Company  Tax-Deferred  Savings Plan  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 April
30, 1996.


                                    By:  /s/Philip C. Ackerman
                                         Philip C. Ackerman, a member of the
                                         National  Fuel Gas Company Tax-Deferred
                                         Savings Plan Committee


                                INDEX TO EXHIBITS


                                                      If not filed herein,
Exhibit No.     Description of Document           incorporated by reference to

4.1     Restated Certificate of Incorporation    Exhibit 10-00 to the Company's 
                                                 Annual Report on Form 10-K for
                                                 fiscal year ended September 30,
                                                 1991.

4.2     Certificate of Amendment of Restated     Exhibit 3.1 to the Company's
        Certificate of Incorporation             Annual Report on Form 10-K for 
                                                 fiscal year ended September 30,
                                                 1995 in File No. 1-3880.

4.3     Certificate of Amendment of Restated     Exhibit 3.2 to the Company's 
        Certificate of Incorporation             Annual Report on Form 10-K for 
                                                 fiscal year ended September 30,
                                                 1995 in File No. 1-3880.

4.4     Certificate of Amendment of Restated     Exhibit EX-3(a) to the 
        Certificate of Incorporation             Company's Annual Report on Form
                                                 10-K for fiscal year ended
                                                 September 30, 1992.

4.5     Company's By-Laws                        Exhibit 3.1 to the Company's
                                                 Annual Report on Form 10-K for 
                                                 fiscal year ended
                                                 September 30, 1994.

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

4.7     Ninth Supplemental Indenture dated       Exhibit EX-4.4, Form 10-K for 
        as of January 1, 1990, to Indenture      fiscal year ended September 30,
        dated as of October 15, 1974, between    1992 in File No. 1-3880.
        the Company and The Bank of New York
        (formerly Irving Trust Company)

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

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

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


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

4.12    Fourteenth Supplemental Indenture dated as   Exhibit 4.1, Form 10-K for 
        of July 1, 1993, to Indenture dated as of    fiscal year ended September
        October 15, 1974, between the Company and    30, 1993 in File No.
        The Bank of New York (formerly Irving        1-3880.
        Trust Company)

5.1      Opinion of Counsel,                         Filed herewith.
         Stryker, Tams & Dill

5.2      Internal Revenue Service                    Filed herewith.
         determination letter

23.1     Consent of Price Waterhouse LLP.            Filed herewith.

23.2     Consent of Stryker, Tams & Dill             Contained in Opinion at 
                                                     Exhibit 5.1.

24.1     Power of Attorney                           Filed herewith.
         (included in signature page hereto)
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As filed with the Securities Exchange                          Registration No.
Commission on May 1, 1996

                       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            (IRS Employer Identification No.)
incorporation or organization)

                  10 Lafayette Square, Buffalo, New York 14203
                                 (716) 857-7000
              (Address of registrant's Principal Executive Offices)

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

               National Fuel Gas Company Tax-Deferred Savings Plan
                            (Full Title of the Plan)

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

                                RONALD J. TANSKI
                               10 Lafayette Square
                             Buffalo, New York 14203
                                 (716) 857-6981

               (Name, Address and Telephone Number of Agent For Service)

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

                                   Copies to:

                                 KYLE G. STORIE
                               10 Lafayette Square
                             Buffalo, New York 14203
                                 (716) 857-7328

This  Registration  Statement  on  Form  S-8  consists  of 15  pages  (including
exhibits). The index to exhibits is set forth on sequentially numbered Page 14.

             C A L C U L A T I O N O F R E G I S T R A T I O N F E E

                                        Proposed      Proposed
                       Amount           Maximum       Maximum
Title of Each Class    to be            Offering      Aggregate     Amount of
of Securities to be    Registered       Price Per     Offering     Registration
     Registered (1)   (Shares)(2)      Share (3)      Price            Fee

Common Stock          1,000,000        $35.125       $35,125,000    $12,111.10

(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  shares of Common Stock as may become  deliverable as a result
       of stock splits,  stock  dividends or similar  transactions in accordance
       with the provisions of the Plan.

(3)    Determined  on the basis of the average of the high and low sales  prices
       of the Common Stock reported on the New York Stock  Exchange,  quotations
       for the last known sale on April 30,  1996,  solely for the  purposes  of
       calculating  the  registration  fee, in accordance with Rule 457(c) under
       the Securities Act of 1933.

                          E X P L A N A T O R Y N O T E

       This  Registration  Statement  on Form S-8  covers  the  registration  of
1,000,000  shares of National Fuel Gas Company  Common Stock 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 (the "Plan").

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference.

                The following  documents filed by National Fuel Gas Company (the
"Company") and the Plan with the Securities and Exchange  Commission pursuant to
the Securities  Exchange Act of 1934 (the "Exchange  Act") are  incorporated  by
reference in this Registration Statement:

                (a)        The Company's Annual Report on Form 10-K for the yea
 ended September 30, 1995;

                (b)        The  Company's  Quarterly  Report on Form 10-Q for
the quarterly  period ended  December 31, 1995.

                (c) The Plan's Form 11-K Annual Report pursuant to Section 15(d)
of the Securities Exchange Act of 1934 for the period ended December 31, 1994.

       In  addition,  all  documents  filed by the  Company or the Plan with the
Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
after  the date of this  Registration  Statement  and  prior to the  filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents; provided, however, that
the documents  enumerated above or subsequently filed by the Company or the Plan
pursuant to Section 13 or 15(d) of the Exchange Act prior to the filing with the
Commission of the Company's most recent Annual Report on Form 10-K or the Plan's
most  recent  Annual  Report  on Form  11-K,  as the case may be,  shall  not be
incorporated  by  reference in this  registration  statement or be a part hereof
from and after the date of filing of such  Annual  Report on Form 10-K or Annual
Report on Form 11-K, as the case may be.

       Any  statement  contained  in a  document  incorporated  or  deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement.

       The financial  statements of the Company included in the Company's Annual
Report on Form 10-K for the fiscal  year ended  September  30,  1995,  have been
audited by Price  Waterhouse LLP,  independent  auditors,  as set forth in their
report included  therein and  incorporated  herein by reference.  Such financial
statements are, and audited financial  statements to be included in subsequently
filed documents will be,  incorporated  herein by reference in reliance upon the
reports of Price Waterhouse LLP pertaining to such financial  statements (to the
extent covered by consents filed with the Securities and Exchange Commission).

Item 4.         Description of Securities

                The  following  is a brief  summary  of certain of the terms and
provisions  of the Company's  Common Stock.  This summary does not purport to be
complete  and is  qualified  in its  entirety  by  reference  to the  terms  and
provisions of the Company's  Restated  Certificate of Incorporation,  as amended
(Restated  Certificate of  Incorporation),  and By-Laws,  as amended,  which are
filed as exhibits  to the  Registration  Statement  and  incorporated  herein by
reference.  Reference  is also made to the  Company's  Debenture  Indenture,  as
supplemented.
No shares of Preferred Stock are currently outstanding.

                Dividend Rights

                The  holders  of  Common  Stock are  entitled  to  receive  such
dividends  as are  declared  by the  Board of  Directors,  after  payment  of or
provision  for  full  cumulative  dividends  and  sinking  funds,  if  any,  for
outstanding Preferred Stock and subject to certain other limitations relating to
outstanding  indebtedness and Preferred Stock of the Company. In general,  these
limitations  prohibit or restrict the amount of payment of cash dividends on, or
purchase  or  redemption  of,  Common  Stock in the  following  situations:  (1)
cumulative  dividends on and amounts paid for purchase or  redemption  of Common
and 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 the Company,
by the Commission;  (2) the sum of Common Stock capital and consolidated surplus
(as adjusted) is or would become less than the aggregate involuntary liquidating
value of  outstanding  Preferred  Stock;  or (3) Common Stock equity is or would
become less than 25% of total consolidated  capitalization  (as defined).  Under
the most  restrictive  of these tests,  $305,700,000  of  consolidated  retained
earnings at September 30, 1995, was free of such limitations.

                Voting Rights and Classification of the Board of Directors

                The holders of Common  Stock are entitled to one vote per share.
Whenever  dividends on all outstanding  series of Preferred Stock are in default
in an amount equivalent to four full quarterly  dividends,  and thereafter until
such  dividends  are paid or declared and set aside for payment,  the holders of
all shares of Preferred Stock voting as a class are entitled to elect additional
directors  necessary  to  constitute a majority of the Board of  Directors.  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 the Company or for the sale
of substantially  all of its assets.  In addition,  approval of the holders of a
majority of the  outstanding  shares of  Preferred  Stock,  voting as a separate
class, is required for any such  transaction  unless the transaction is ordered,
exempted,  approved or  permitted by the  Commission.  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 the Company,
the  holders  of  Common  Stock  are  entitled  to  receive  pro rata all of the
Company's assets and funds remaining after payment of or provision for creditors
and distribution of or provision for preferential amounts and unpaid accumulated
dividends to holders of Preferred Stock.

                Preemptive Rights

                Holders of Common Stock and  Preferred  Stock have no preemptive
right to purchase or subscribe for any shares of capital stock of the Company.

                Business Combinations

                The Company's  Restated  Certificate of  Incorporation  provides
that certain  conditions  must be met before the  consummation  of any merger or
other "Business  Combination" by the Company or any of its subsidiaries with any
stockholder who is directly or indirectly the beneficial  owner of 5% or more of
the Company's  outstanding  Common Stock  (Substantial  Stockholder)  or with an
affiliate of any such stockholder (Affiliate).  The term Substantial Stockholder
does not include the Company,  any of its  subsidiaries,  or any Trustee holding
Common  Stock of the Company for the benefit of the  employees of the Company 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.  Business  Combination,  as  defined  in the  Restated
Certificate of Incorporation, generally means any of the following transactions:
a merger,  consolidation  or share exchange;  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  the  Company  in  accordance  with  provisions  of  the  Restated
Certificate of Incorporation; 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 the Company in accordance
with provisions of the Restated Certificate of Incorporation;  the adoption of a
plan of liquidation or dissolution of the Company;  or 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
the Company 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
Chemical Bank, New York, New York.

Item 5.         Interests of Named Experts and Counsel.

                To the best  knowledge of the  Registrant,  no expert or counsel
named  herein  or  in  the  Information  Statement  delivered  pursuant  to  the
requirements  of  Part I of  the  Registration  Statement  has  any  substantial
interest,  direct or indirect,  in any matter  connected with this  Registration
Statement and the preparation and filing thereof.

Item 6.         Indemnification of Officers and Directors.

                  Article Ninth of the Company'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 the Company provides
as follows:

                  "A. The Corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any pending, threatened or
         completed civil,  criminal,  administrative or arbitrative action, suit
         or proceeding,  and any appeal therein and any inquiry or investigation
         which could lead to such action,  suit or proceeding  ("Proceeding") by
         reason of the fact that such  person is or was a director or officer of
         the Corporation, or, while a director or officer of the Corporation, is
         or  was  serving  at the  request  of the  Corporation  as a  director,
         officer,  trustee,  employee  or agent of another  foreign or  domestic
         corporation, or of any partnership, joint venture, sole proprietorship,
         employee  benefit plan, trust or other  enterprise,  whether or not for
         profit,  to the fullest extent  permitted and in the manner provided by
         the laws of the State of New Jersey.

                  B.  Nothing in this  paragraph  8 shall  restrict or limit the
         power of the  Corporation to indemnify its employees,  agents and other
         persons,  to  advance  expenses  (including  attorneys'  fees) on their
         behalf and to purchase and  maintain  insurance on behalf of any person
         who is or was a director, officer, employee or agent of the Corporation
         in connection with any Proceeding.

                  C. The indemnification  provided by this paragraph 8 shall not
         exclude any other rights to which a person seeking  indemnification may
         be entitled under the Certificate of Incorporation, By-Laws, agreement,
         vote of shareholders or otherwise. The indemnification provided by this
         paragraph  8 shall  continue  as to a  person  who has  ceased  to be a
         director  or  officer,  and  shall  extend to the  estate  or  personal
         representative of any deceased director or officer."

         Section 14A:3-5 of the New Jersey Statutes (N.J.S.) 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.

(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 interests of the corporation; and

(b) with  respect  to any  criminal  proceeding,  such  corporate  agent  had no
reasonable cause to believe his conduct was unlawful.

         This  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 N.J.S.
         14A:3-5(2)(a) and N.J.S.
         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 N.J.S. 14A:3-5(2) and N.J.S. 14A:3-5(3) or
in defense of any claim, issue or matter therein.

(5) Any indemnification  under subsection N.J.S.  14A:3-5(2) and, unless ordered
by a court, under subsection N.J.S.  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  N.J.S.  14A:3-5(2)  or  subsection
N.J.S. 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 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  N.J.S.
14A:3-5(4) or permitted under subsections N.J.S.  14A:3-5(2),  N.J.S. 14A:3-5(3)
and N.J.S.  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 N.J.S.
14A:3-5(2) and N.J.S.  14A:3-5(3) and shall award  indemnification to the extent
required  under  subsection  N.J.S.  14A:3-5(4),  notwithstanding  any  contrary
determination which may have been made under subsection N.J.S. 14A:3-5(5); and

(ii) may allow reasonable  expenses to the extent  authorized by, and subject to
the provisions of,  subsection N.J.S.  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 be 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
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  N.J.S.  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.

                Following is a list of all  applicable  exhibits filed with this
Registration  Statement  pursuant to the  requirements of Item 601 of Regulation
S-K:

     Exhibit

       4.1      Restated  Certificate  of  Incorporation  of  National  Fuel Gas
                Company,  dated March 15,  1985  (Exhibit  10-00,  Form 10-K for
                fiscal year ended September 30, 1991 in File No. 1-3880).

       4.2      Certificate   of   Amendment   of   Restated    Certificate   of
                Incorporation of National Fuel Gas Company,  dated March 9, 1987
                (Exhibit  3.1 to Form 10-K for fiscal year ended  September  30,
                1995 in File No. 1-3880).

       4.3      Certificate   of   Amendment   of   Restated    Certificate   of
                Incorporation  of National Fuel Gas Company,  dated February 22,
                1988  (Exhibit 3.2 to Form 10-K for fiscal year ended  September
                30, 1995 in File No. 1-3880).

       4.4      Certificate   of   Amendment   of   Restated    Certificate   of
                Incorporation,  dated March 17, 1992 (Exhibit EX-3(a), Form 10-K
                for fiscal year ended September 30, 1992 in File No. 1-3880).

4.5             National Fuel Gas Company  By-Laws as amended  through June 9,
                1994 (Exhibit 3.1, Form 10-K for fiscal year ended September 30,
                1994 in File No. 1-3880).

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

       4.7      Ninth  Supplemental  Indenture  dated as of January 1, 1990,  to
                Indenture dated as of October 15, 1974,  between the Company and
                The Bank of New York (formerly  Irving Trust  Company)  (Exhibit
                EX-4.4,  Form 10-K for fiscal year ended  September  30, 1992 in
                File No. 1-3880)

       4.8      Tenth  Supplemental  Indenture  dated as of February 1, 1992, to
                Indenture dated as of October 15, 1974,  between the 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)

       4.9      Eleventh  Supplemental  Indenture  dated as of May 1,  1992,  to
                Indenture dated as of October 15, 1974,  between the 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)

       4.10     Twelfth  Supplemental  Indenture  dated as of June 1,  1992,  to
                Indenture dated as of October 15, 1974,  between the 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)

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

       4.12     Fourteenth  Supplemental  Indenture dated as of July 1, 1993, to
                Indenture dated as of October 15, 1974,  between the 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)

       5.1      Opinion of Counsel, Stryker, Tams & Dill.

       5.2      Internal  Revenue Service  determination  letter dated December
                28, 1995 that the Plan is qualified under Section 401 of the 
                Internal Revenue Code.

       23.1     Consent of Price Waterhouse LLP.

       23.2     Consent of Stryker, Tams & Dill (contained in Opinion at Exhibit
                5.1).

       24.1     Power of Attorney (included in signature page hereto).

Item 9.         Undertakings.

                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;

                (ii) To reflect in the  prospectus (as defined in Part I of Form
                S-8) 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;

                (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 clauses (1)(i) and (1)(ii) do not apply
to this  registration  statement on Form S-8 if the  information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the  Securities  Exchange Act of 1934 that are  incorporated  by reference in
this 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.

       The  undersigned  registrant  hereby  undertakes  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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       The Company has purchased and maintains insurance coverage under a policy
insuring  directors and officers of the Company,  which may include coverage for
liabilities arising under the Securities Act of 1933. 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 Item
6, or  otherwise,  the  registrant  has been  advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act 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 Act and
will be governed by the final adjudication of such issue.

                                POWER OF ATTORNEY

       Each of the  undersigned  officers  and  directors  of National  Fuel Gas
Company hereby constitutes and appoints Philip C. Ackerman and Ronald J. Tanski,
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
Securities  and  Exchange   Commission,   any  and  all  amendments,   including
post-effective  amendments,  to this registration statement,  and the registrant
hereby also appoints  Philip C. Ackerman and Ronald J. Tanski,  and each of them
severally,  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 30th day of
April, 1996.

                               NATIONAL FUEL GAS COMPANY

                                By:  /s/Bernard J. Kenned
                                     Bernard J. Kennedy, Chairman of the Board,
                                     President and Chief Executive Office

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
dates indicated.

     Signature                            Title                        Date

/s/Bernard J. Kennedy         Chairman of the Board, President,        4/30/96
Bernard J. Kennedy            Chief Executive Officer and Director

/s/Philip C. Ackerman         Senior Vice President, Principal         4/30/96
Philip C. Ackerman            Financial Officer and Director

/s/Joseph P. Pawlowski        Treasurer and Principal
Joseph P. Pawlowski           Accounting Officer                       4/30/96

/s/Robert T. Brady            Director                                 4/30/96
Robert T. Brady

/s/David N. Campbell          Director                                 4/30/96
David N. Campbell

/s/William J. Hill            Director                                 4/30/96
William J. Hill

/s/Luiz F. Kahl               Director                                 4/30/96
Luiz F. Kahl

/s/Bernard S. Lee             Director                                 4/30/96
Bernard S. Lee

/s/Eugene T. Mann             Director                                 4/30/96
Eugene T. Mann

/s/Leonard Rochwarger         Director                                 4/30/96
Leonard Rochwarger

/s/George H. Schofield        Director                                 4/30/96
George H. Schofield

                                POWER OF ATTORNEY

The Plan hereby  appoints  Philip C. Ackerman and Ronald J. Tanski,  and each of
them severally,  as its  attorney-in-fact  to sign in its name and behalf and to
file  with the  Securities  and  Exchange  Commission,  any and all  amendments,
including post-effective amendments, to this registration statement.

                                   SIGNATURES

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
National Fuel Gas Company  Tax-Deferred  Savings Plan  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 April
30, 1996.

                                    By:  /s/Philip C. Ackerman
                                         Philip C. Ackerman, a member of the
                                         National  Fuel Gas Company Tax-Deferred
                                         Savings Plan Committee

                                INDEX TO EXHIBITS

                                                      If not filed herein,
Exhibit No.     Description of Document           incorporated by reference to

4.1     Restated Certificate of Incorporation    Exhibit 10-00 to the Company's 
                                                 Annual Report on Form 10-K for
                                                 fiscal year ended September 30,
                                                 1991.

4.2     Certificate of Amendment of Restated     Exhibit 3.1 to the Company's
        Certificate of Incorporation             Annual Report on Form 10-K for 
                                                 fiscal year ended September 30,
                                                 1995 in File No. 1-3880.

4.3     Certificate of Amendment of Restated     Exhibit 3.2 to the Company's 
        Certificate of Incorporation             Annual Report on Form 10-K for 
                                                 fiscal year ended September 30,
                                                 1995 in File No. 1-3880.

4.4     Certificate of Amendment of Restated     Exhibit EX-3(a) to the 
        Certificate of Incorporation             Company's Annual Report on Form
                                                 10-K for fiscal year ended
                                                 September 30, 1992.

4.5     Company's By-Laws                        Exhibit 3.1 to the Company's
                                                 Annual Report on Form 10-K for 
                                                 fiscal year ended
                                                 September 30, 1994.

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

4.7     Ninth Supplemental Indenture dated       Exhibit EX-4.4, Form 10-K for 
        as of January 1, 1990, to Indenture      fiscal year ended September 30,
        dated as of October 15, 1974, between    1992 in File No. 1-3880.
        the Company and The Bank of New York
        (formerly Irving Trust Company)

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

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

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

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

4.12    Fourteenth Supplemental Indenture dated as   Exhibit 4.1, Form 10-K for 
        of July 1, 1993, to Indenture dated as of    fiscal year ended September
        October 15, 1974, between the Company and    30, 1993 in File No.
        The Bank of New York (formerly Irving        1-3880.
        Trust Company)

5.1      Opinion of Counsel,                         Filed herewith.
         Stryker, Tams & Dill

5.2      Internal Revenue Service                    Filed herewith.
         determination letter

23.1     Consent of Price Waterhouse LLP.            Filed herewith.

23.2     Consent of Stryker, Tams & Dill             Contained in Opinion at 
                                                     Exhibit 5.1.

24.1     Power of Attorney                           Filed herewith.
         (included in signature page hereto)