<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                   ----------



Date of report (Date of earliest event reported)   September 19, 2001
                                                --------------------------------



                            NATIONAL FUEL GAS COMPANY
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

         New Jersey                    1-3880                  13-1086010
--------------------------------------------------------------------------------
(State or Other Jurisdiction         (Commission             (IRS Employer
     of Incorporation)              File Number)          Identification No.)


10 Lafayette Square, Buffalo, New York                           14203
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(Address of Principal Executive Offices)                      (Zip Code)


Registrant's telephone number, including area code    (716) 857-7000
                                                  ------------------------------


N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





<PAGE>


Item 5. Other Events.

          On September 19, 2001, National Fuel Gas Company announced the
election of Philip C. Ackerman as Chief Executive Officer to succeed Bernard J.
Kennedy, effective October 1, 2001. Mr. Kennedy, 70, who joined the Company in
1958 and has been Chief Executive Officer since 1988, will remain Chairman until
the end of the year and will continue to serve as a Director. Mr. Kennedy has
also agreed to serve as a consultant to the Company for 30 months commencing
January 2, 2002 at a monthly retainer of $20,833. Mr. Ackerman, 57, joined the
Company in 1968 and has been President since 1999, a Director since 1994 and
Chief Financial Officer since 1981.

          In connection with the transition in its leadership, the Company has
agreed to arrangements under which its existing agreement with Mr. Kennedy will
conclude on January 2, 2002. In the interim, Mr. Kennedy's cash compensation
will continue at the current level and it is anticipated that he will receive an
option grant in accordance with normal year-end practice. In addition, Mr.
Kennedy will continue to be entitled to a lifetime monthly retirement benefit of
$11,878 under the Company's qualified Retirement Plan. In recognition of his
long and distinguished service to the Company, and in consideration of his
waiver of the balance of his existing agreement with the Company, his
undertaking to be bound permanently by comprehensive confidentiality and
non-disclosure arrangements, and his agreement to a broad, three-year,
non-compete covenant, the Company has agreed to award Mr. Kennedy, effective
October 1, 2001, 100,000 shares of the Company's stock (which shares will be
purchased by the Company on the open market) and to settle Mr. Kennedy's pension
entitlements in accordance with the Company's Executive Retirement Plan, as
amended to accommodate similarly situated executives and reflect prior actions
of the Company's Board of Directors. Pursuant to that settlement, Mr. Kennedy is
entitled to a lifetime monthly retirement benefit of $183,745, which translates
into a one-time cash out option of $23,000,000 as of January 1, 2004, which
amount would be payable as a death benefit, in the event of Mr. Kennedy's death
prior to January 1, 2004. This cash out would eliminate the Company's liability
for any future annuity payments under the Executive Retirement Plan.

          The foregoing summary of the Company's arrangements with Mr. Kennedy
is qualified in its entirety by reference to the Retirement and Consulting
Agreement, the Pension Settlement Agreement and the Amendment to the National
Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan filed
as exhibits hereto.

          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'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's internet address is not part of this
Current Report or any other report filed by the Company with the Securities and
Exchange Commission.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)  Exhibits.

          The following exhibits are filed as part of this report:

              10(iii)(a) Retirement and Consulting Agreement, dated September
                         5, 2001, between the Company and Bernard J. Kennedy.

              10(iii)(b) Pension Settlement Agreement, dated September 5, 2001,
                         between the Company and Bernard J. Kennedy.

              10(iii)(c) Amendment to National Fuel Gas Company and
                         Participating Subsidiaries Executive Retirement Plan,
                         dated September 13, 2001 (incorporated by reference to
                         Exhibit 1 to the Pension Settlement Agreement filed
                         herewith as Exhibit 10(iii)(b)).

              99         Press Release of the Company, dated September 19, 2001.



<PAGE>


                                    SIGNATURE

          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.

                                                NATIONAL FUEL GAS COMPANY

Dated:  September 21, 2001                      By: /s/ James R. Peterson
                                                    ---------------------
                                                     Name:  James R. Peterson
                                                     Title: Assistant Secretary





<PAGE>


                                  Exhibit Index

        Exhibit
         Number                          Description

       10(iii)(a)   Retirement and Consulting Agreement, dated September 5,
                    2001, between the Company and Bernard J. Kennedy.

       10(iii)(b)   Pension Settlement Agreement, dated September 5, 2001,
                    between the Company and Bernard J. Kennedy.

       10(iii)(c)   Amendment to National Fuel Gas Company and Participating
                    Subsidiaries Executive Retirement Plan, dated September 13,
                    2001 (incorporated by reference to Exhibit 1 to the Pension
                    Settlement Agreement filed herewith as Exhibit 10(iii)(b)).

       99           Press Release of the Company, dated September 19, 2001.


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