<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exhibitg.txt
<DESCRIPTION>EXHIBIT G
<TEXT>
                                                                       EXHIBIT G


                    PROPOSED FORM OF FEDERAL REGISTER NOTICE

     SECURITIES AND EXCHANGE COMMISSION

     (Release No. 35-_____)

     Filings under the Public Utility Holding Company Act of 1935, as amended
("Act")

     September __, 2001

     Notice is hereby given that the following filing(s) has/have been made with
the Commission pursuant to provisions of the Act and rules promulgated
thereunder. All interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any amendments thereto
is/are available for public inspection through the Commission's Office of Public
Reference.

     Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
October __, 2001 to the Secretary, Securities and Exchange Commission, 450 5th
Street, N.W., Washington, D.C. 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) as specified below. Proof of
service (by affidavit or, in case of an attorney at law, by certificate) should
be filed with the request. Any request for hearing shall identify specifically
the issues of fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice or
order issued in the matter. After October __, 2001, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.

                                   * * * * * *

     NATIONAL FUEL GAS COMPANY, ET AL. (70-[____])
     ---------------------------------------------

     National Fuel Gas Company ("National"), a registered holding company, and
its wholly-owned non-utility subsidiary, Horizon Energy Development, Inc.
("Horizon," and together with National, the "Applicants"), whose principal
business address is at 10 Lafayette Square, Buffalo, New York 14203, have filed
an application declaration in this proceeding pursuant to Sections 6(a), 7,
9(a), 10, 12(b), 12(c), 12(f), 13(b), 32 and 33 of the Act and Rules 42, 43, 45,
46, 53, 54 and 80 - 92 thereunder.

     Horizon is engaged in the business of developing and managing investments
in "exempt wholesale generators" ("EWGs"), as defined in Section 32 of the Act,
"foreign utility companies" ("FUCOs"), as defined in Section 33 of the Act, and
provides consulting and operations services to third parties in connection with
domestic and foreign energy projects. It is stated that Horizon indirectly holds
interests in three different FUCOs, which own or operate or are developing


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generating facilities in the Czech Republic. National also indirectly owns (a) a
50% membership interest in Seneca Energy II, LLC, an EWG that generates
approximately 11 MW of electricity from methane gas obtained from a landfill
located in Waterloo, New York, (b) a 50% membership interest in Model City
Energy, LLC, an EWG that is developing a facility capable of generating 5.5 MW
of electricity from methane gas obtained from a landfill located in Model City,
New York, and (c) a 50% membership in Energy Systems North East, LLC, an EWG
that is capable of generating approximately 80 MW of electricity from natural
gas. In addition to the foregoing, Horizon is engaged in preliminary development
activities in connection with potential investments in other EWGs and FUCOs.

     By order dated August 29, 1995 1  (the "1995 Order"), National and Horizon
were authorized to engage in various transactions through the period ending
December 31, 2001, relating to potential investments in EWGs and FUCOs and
related energy consulting activities. Specifically, the Commission authorized:
(i) National to acquire the capital stock of Horizon and provide additional debt
and equity capital to Horizon in an aggregate amount not to exceed $150 million;
(ii) Horizon to invest up to $150 million at any time outstanding in preliminary
development activities relating to investments in, and financing the acquisition
of, EWGs and FUCOs and in preliminary development activities and administrative
activities relating to "qualifying facilities" under the Public Utility
Regulatory Policies Act of 1978, as amended ("PURPA") (collectively, the
"Project Activities"); (iii) the Applicants to organize and acquire the
securities of one or more intermediate subsidiary companies ("Intermediate
Subsidiaries") formed exclusively for the purpose of acquiring and holding the
securities of one or more EWGs or FUCOs; (iv) Intermediate Subsidiaries to issue
and sell debt and equity securities denominated in either U.S. or foreign
currencies in order to finance investments in EWGs and FUCOs; (v) the Applicants
to issue guarantees and assume liabilities in connection with investments in
EWGs and FUCOs and Intermediate Subsidiaries, subject to the $150 million
investment limitation; (vi) any subsidiary company of National to provide
services to EWGs that derive no part of their income, directly or indirectly,
from the generation of electric energy for sale in the Unites States, or FUCOs;
and (vii) the Applicants to provide consulting and operation services, at market
prices, to unaffiliated third parties with respect to foreign and domestic
energy related projects.

     Subsequently, by order dated March 20, 1998,2  the Commission authorized
National to engage in a program of external financing and to utilize the
proceeds of such financing to, among other things, make investments, directly or
indirectly in EWGs and FUCOs, subject only to the limitations of Rule 53, and in
"energy-related companies," as defined in Rule 58, subject to the limitations of


------------------------
     1    Holding Co. Act Release No. 26364.

     2    Holding Co. Act Release No. 26847.


                                       2
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that rule. The March 20, 1998 order states that such investment authority was
intended to supersede the investment limitation contained in the 1995 Order.
Also subsequent to the date of the 1995 Order, the Commission amended Rules
45(b) and 52, which the Applicants believe now exempt from Sections 6(a), 7 and
12(b), in most cases, the issuance of securities by Horizon and by Intermediate
Subsidiaries and guarantees by these companies of securities of their subsidiary
companies.

     The Applicants are now seeking to extend and in certain respects modify the
authorizations contained in the 1995 Order for the period through September 30,
2006 ("Authorization Period"). It is intended that the authorization granted in
this proceeding will replace and supersede the authorizations of the Applicants
under the 1995 Order, except with respect to any transactions that have been
carried out in reliance upon the 1995 Order.

     Specifically, the Applicants are requesting authorization for: (i) Horizon
to engage in preliminary development activities, as described below
("Development Activities"), relating to investments in EWGs and FUCOs ("Exempt
Subsidiaries"), "energy-related companies" under Rule 58 ("Rule 58
Subsidiaries") and other non-exempt non-utility companies, as may be authorized
in any separate proceeding ("Authorized Subsidiaries"); (ii) National and
Horizon to acquire, directly or indirectly, the equity securities of one or more
additional Intermediate Subsidiaries organized exclusively for the purpose of
acquiring, financing, and holding the securities of one or more existing or
future Exempt Subsidiaries, Rule 58 Subsidiaries, or Authorized Subsidiaries,
provided that Intermediate Subsidiaries may also engage in Development
Activities and provide Project Services (as described below) to other
subsidiaries of Horizon; (iii) Horizon and any Intermediate Subsidiaries to
provide administrative, operating, technical and management services ("Project
Services") and sell goods to other subsidiary companies of Horizon at fair
market prices, subject to certain limitations enumerated below; (iv) Horizon and
any Intermediate Subsidiaries to provide guarantees and other forms of credit
support ("Guarantees") with respect to obligations of any other subsidiary
companies of Horizon in an aggregate principal or nominal amount not to exceed
$200 million at any one time outstanding, in addition to any guarantees that are
exempt pursuant to Rule 45(b) and/or Rule 52; (v) National, Horizon and any
Intermediate Subsidiaries to make loans to any other less than wholly-owned
subsidiary of Horizon at interest rates and maturities designed to provide a
return to the lending company of not less than its effective cost of capital;
(vi) National and Horizon to reorganize the ownership structure and change the
terms of the authorized stock capitalization of Horizon, any Intermediate
Subsidiary, or any other direct or indirect subsidiary of Horizon, without
further authorization of the Commission, provided that, if such subsidiary is
less than wholly owned, all other shareholders consent to such change; (vii)
Horizon or any subsidiary of Horizon to sell energy project consulting services
to third parties both within and outside the United States; and (viii) Horizon,
any Intermediate Subsidiaries and any other subsidiaries of Horizon to pay
dividends out of capital and unearned surplus and/or acquire, retire or redeem
securities issued to associate companies to the extent allowed under applicable
law and the terms of any credit or security instruments to which they may be
parties.


                                       3
<PAGE>


     It is stated that the Development Activities undertaken by Horizon will be
limited to due diligence and design review; market studies; preliminary
engineering; site inspection; preparation of bid proposals, including, in
connection therewith, posting of bid bonds; application for required permits
and/or regulatory approvals; acquisition of site options and options on other
necessary rights; negotiation and execution of contractual commitments with
owners of existing facilities, equipment vendors, construction firms, power
purchasers, thermal "hosts," fuel suppliers and other project contractors;
negotiation of financing commitments with lenders and other third-party
investors; and such other preliminary activities as may be required in
connection with the purchase, acquisition, financing or construction of
facilities or the acquisition of securities of or interests in new businesses.
Any amounts expended by Horizon in connection with the Development Activities
will be included in "aggregate investment" for purposes of Rule 53 at such time
as those Development Activities culminate in an investment in any EWG or FUCO,
but only to the extent that such expenditures were financed by National, either
directly or through guarantees and other forms of credit support provided by
National.

     The Project Services provided by Horizon or any of its non-utility
subsidiaries to each other will include ongoing personnel, accounting,
engineering, operating, technical, legal, financial, and other support
activities necessary to manage National's investments in Exempt Subsidiaries,
Rule 58 Subsidiaries and other Authorized Subsidiaries. Horizon and its
non-utility subsidiaries request authorization to provide Project Services, and
to sell goods, at fair market prices determined without regard to cost, and
therefore request an exemption (to the extent that Rule 90(d) does not apply)
pursuant to Section 13(b) from the cost standards of Rules 90 and 91 as
applicable to such transactions, in any case in which the company receiving such
goods or services is: (i) a FUCO or foreign EWG that derives no part of its
income, directly or indirectly, from the generation, transmission, or
distribution of electric energy for sale within the United States; (ii) an EWG
that sells electricity at market-based rates which have been approved by the
Federal Energy Regulatory Commission ("FERC"), provided that the purchaser of
such electricity is not Distribution; (iii) a "qualifying facility" that sells
electricity exclusively (a) at rates negotiated at arms'-length to one or more
industrial or commercial customers purchasing such electricity for their own use
and not for resale, and/or (ii) to an electric utility company at the
purchaser's "avoided cost" as determined in accordance with the regulations
under PURPA; (iv) a domestic EWG or "qualifying facility" that sells electricity
at rates based upon its cost of service, as approved by FERC or any state public
utility commission having jurisdiction, provided that the purchaser thereof is
not Distribution; or (v) a Rule 58 Subsidiary or any other Authorized Subsidiary
that (a) is partially-owned, provided that the ultimate purchaser of such goods
or services is not Distribution (or any other entity within the National system
whose activities and operations are primarily related to the provision of goods
and services to Distribution), (b) is engaged solely in the business of
developing, owning, operating and/or providing services or goods to non-utility
companies described in clauses (i) through (iv) immediately above, or (c) does
not derive, directly or indirectly, any material part of its income from sources
within the United States and is not a public-utility company operating within
the United States.


                                       4

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