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<TYPE>35-CERT/A
<SEQUENCE>1
<FILENAME>twenty-fourtha.txt
<DESCRIPTION>AMENDED 24TH CERT. PURSUANT TO RULE 24
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<TITLE> amended 2th cert. </TITLE>
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        UNITED STATES OF AMERICA
               Before the
   SECURITIES AND EXCHANGE COMMISSION

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

In the Matter of
                                                             AMENDED
NATIONAL FUEL GAS COMPANY                                 TWENTY-FOURTH
NATIONAL FUEL RESOURCES, INC.                              CERTIFICATE
                                                           PURSUANT TO
File Nos. 70-7833 and 70-8651                                RULE 24

(Public Utility Holding Company Act of 1935)

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

</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the
terms of the Order dated December 20, 1991 issued to National Fuel Gas Company
(&#147;National&#148;) authorizing National to acquire the common stock of
National Fuel Resources, Inc. (&#147;NFR&#148;) (File No. 70-7833, HCAR No.
35-25437), attached as Exhibit &#147;A&#148; is an Income Statement of NFR for
the Twelve Months ended December 31, 1997. Also attached as Exhibit
&#147;B&#148; is the Balance sheet of NFR as of December 31, 1997. In accordance
with the terms of the Order dated February 12, 1997 issued to National and NFR
permitting NFR to engage in energy marketing and/or brokering (File No. 70-8651,
HCAR No. 35-26666), NFR hereby reports that it began participating in the
following retail electric marketing/brokering activities during the quarter
ended December 31, 1997: NFR began participating in Niagara Mohawk&#146;s Retail
Access pilot program in October of 1997. The New York Public Service Commission
order approving the Retail Access pilot program is in Docket No. 96-E-0948,
entered September 18, 1997. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This certificate amends and
restates the previous Twenty-Fourth Rule 24 Certificate in File No. 70-7833
which was filed with the Securities and Exchange Commission on February 13,
1998. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the undersigned companies have
duly caused this Certificate to
be signed this 20th day of February 2001. </FONT></P>

<PRE>
                                     NATIONAL FUEL RESOURCES, INC.



                                     By:  /s/ W. M. Petmecky
                                        ---------------------------------
                                        W. M. Petmecky
                                        Secretary / Treasurer


                                     NATIONAL FUEL GAS COMPANY



                                     By:  /s/ J. R. Peterson
                                        ---------------------------------
                                        J. R. Peterson
                                        Assistant Secretary

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