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<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K 1/26/01
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<P ALIGN=CENTER>                 SECURITIES AND EXCHANGE COMMISSION<br><br>

                                            Washington, D.C. 20549<br><br><br>


                                                FORM 8-K<br><br>

                                              CURRENT REPORT<br><br>

         Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934<br><br>

          Date of Report (Date of earliest event reported): January 26, 2001<br><br>

                                      NATIONAL FUEL GAS COMPANY<br>
                        (Exact name of registrant as specified in its charter)<br><br>
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<PRE>
              New Jersey                   1-3880                13-1086010
     (State or other jurisdiction     (Commission File       (IRS Employer or
     incorporation)                   Number)                Identification No.)

           10 Lafayette Square, Buffalo, New York             14203
           (Address of principal executive offices)         (Zip Code)

       Registrant's telephone number, including area code: (716) 857-6980

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ITEM 5.&nbsp;&nbsp;&nbsp;OTHER EVENTS

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
January 26, 2001, National Fuel Gas Company (the &#147;Company&#148;) and its
subsidiary, Seneca Resources Corporation, issued press releases regarding their
earnings for the first quarter ended December 31, 2000. Copies of these press
releases are hereby incorporated by reference and made a part of this Current
Report as Exhibits 99(a) and 99(b), respectively. Neither the filing of any
press release as an exhibit to this Current Report nor the inclusion in such
press release of a reference to the Company&#146;s internet address shall, under
any circumstances, be deemed to incorporate the information available at such
internet address into this Current Report. The information available at the
Company&#146;s internet address is not part of this Current Report or any other
report filed by the Company with the Securities and Exchange Commission. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
disclosed in the attached press releases, the Company held a public conference
call regarding these results on January 29, 2001. During the course of that
call, the Company indicated that earnings for the Company&#146;s second quarter
ended March 30, 2001 are expected to be in the range of $1.90 to $2.00 per basic
common share. There is no assurance that this earnings projection will in fact
be achieved nor does this projection reflect any acquisitions or divestitures
that may occur during the second quarter. (The above earnings projection is a
&#147;forward-looking statement&#148; as defined by the Private Securities
Litigation Reform Act of 1995. While the Company&#146;s expectations, beliefs
and projections are expressed in good faith and are believed to have a
reasonable basis, actual results may differ materially from those in the
forward-looking statement. Furthermore, such statement speaks only as of the
date on which it is made, and the Company undertakes no obligation to update the
statement to reflect events or circumstances after the date on which it is made
or to reflect the occurrence of unanticipated events. In addition to other
factors, the following are important factors that could cause actual results to
differ materially from the statement: changes in economic conditions,
demographic patterns and weather conditions; changes in the availability or
price of natural gas and oil; significant changes from expectations in actual
capital expenditures and operating expenses and unanticipated project delays or
change in project costs; the nature and projected profitability of pending and
potential projects and other investments; ability to operate and integrate
existing and any subsequently acquired business properties; availability to
successfully identify, drill for and produce economically viable natural gas and
oil reserves; changes in the price of natural gas or oil and the related effect
given the accounting treatment or valuation of derivative financial instruments;
or significant changes in the Company&#146;s relationship with its employees and
the potential adverse effects if labor disputes or grievances were to occur.) </FONT></P>

ITEM 7.&nbsp;&nbsp;&nbsp;FINANCIAL STATEMENTS AND EXHIBITS.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        (c)&nbsp;&nbsp;&nbsp;Exhibits<br><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 99(a) - Press Release issued January 26, 2001
regarding National Fuel Gas Company<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;earnings for the first quarter<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 99(b) - Press Release issued January 26, 2001 regarding Seneca
        Resources Corporation<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;earnings for the first quarter


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<P ALIGN=CENTER>             SIGNATURES</P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized. </FONT></P>

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                                    By:<u>/s/ James R. Peterson&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
                                       James R. Peterson
                                       Assistant Secretary
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<PRE>
                               EXHIBIT INDEX

         Exhibit Number            Description

         99(a)                     Press Release issued January 26, 2001
                                   regarding National Fuel Gas Company earnings
                                   for the first quarter

         99(b)                     Press Release issued January 26, 2001
                                   regarding Seneca Resources Corporation
                                   earnings for the first quarter

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