13


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 for Non-Union Employees
                            (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            2,000,000        $35.125       $70,250,000  $24,222.20


(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
2,000,000  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 for Non-Union
Employees (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 year
 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 hereto 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
                14, 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. Kennedy
                                  Bernard J. Kennedy, 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
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 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 April 30, 1996.



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

<TABLE>
<CAPTION>

                                INDEX TO EXHIBITS


                                                                               If not filed herein,
     Exhibit No.  Description of Document                              incorporated by reference to
        <S>     <C>                                                    <C> 
        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 Annual
                Certificate of Incorporation                           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 Annual
                Certificate of Incorporation                           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 Company's Annual
                Certificate of Incorporation                           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. 2-51796.
                between the Company and The Bank of
                New York (formerly Irving Trust Company)

        4.7     Ninth Supplemental Indenture dated                     Exhibit EX-4.4, Form 10-K for fiscal
                 as of January 1, 1990, to Indenture dated             year ended September 30, 1992 in
                as of October 15, 1974, between the                    File No. 1-3880.
                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 14,
                February 1, 1992, to Indenture dated as of             1992 in File No. 1-3880.
                October 15, 1974, between the Company
                and The Bank of New York (formerly Irving
                Trust Company)

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

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


        4.11    Thirteenth Supplemental Indenture dated as of          Exhibit 4(a)(14) in File No. 33-49401.
                March 1,  1993,  to  Indenture  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 of          Exhibit 4.1, Form 10-K for fiscal year
                ended
                July 1, 1993, to Indenture dated as of October 15,     September 30, 1993 in File No. 1-3880.
                1974, between the Company and The Bank of New
                York (formerly Irving 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)
 </TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 46985}]
{"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": "333-03057", "film-number": "96554993"}, "business-address": {"street1": "10 LAFAYETTE SQ", "city": "BUFFALO", "state": "NY", "zip": "14203", "phone": "7168576980"}, "mail-address": {"street2": "10 LAFAYETTE SQ", "city": "BUFFALO", "state": "NY", "zip": "14203"}}
13

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 for Non-Union Employees
                            (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            2,000,000        $35.125       $70,250,000  $24,222.20

(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
2,000,000  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 for Non-Union
Employees (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 year
 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 hereto 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
                14, 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. Kennedy
                                  Bernard J. Kennedy, 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
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 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 April 30, 1996.

                                By:  /s/Philip C. Ackerman
                                    Philip C. Ackerman, a member of the
                                    National  Fuel Gas Company Tax-Deferred
                                    Savings Plan for Non-Union Employees
                                    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 Annual
                Certificate of Incorporation                           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 Annual
                Certificate of Incorporation                           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 Company's Annual
                Certificate of Incorporation                           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. 2-51796.
                between the Company and The Bank of
                New York (formerly Irving Trust Company)

        4.7     Ninth Supplemental Indenture dated                     Exhibit EX-4.4, Form 10-K for fiscal
                 as of January 1, 1990, to Indenture dated             year ended September 30, 1992 in
                as of October 15, 1974, between the                    File No. 1-3880.
                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 14,
                February 1, 1992, to Indenture dated as of             1992 in File No. 1-3880.
                October 15, 1974, between the Company
                and The Bank of New York (formerly Irving
                Trust Company)

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

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

        4.11    Thirteenth Supplemental Indenture dated as of          Exhibit 4(a)(14) in File No. 33-49401.
                March 1,  1993,  to  Indenture  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 of          Exhibit 4.1, Form 10-K for fiscal year
                ended
                July 1, 1993, to Indenture dated as of October 15,     September 30, 1993 in File No. 1-3880.
                1974, between the Company and The Bank of New
                York (formerly Irving 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)