form 70-10074, Omnibus Rule 24, 3q04

   UNITED STATES OF AMERICA
           Before the
SECURITIES AND EXCHANGE COMMISSION


         In the Matter of

NATIONAL FUEL GAS COMPANY
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NATIONAL FUEL GAS SUPPLY CORPORATION
HORIZON ENERGY DEVELOPMENT, INC.
         AND ITS SUBSIDIARIES
HIGHLAND FOREST RESOURCES, INC.
LEIDY HUB, INC.
DATA-TRACK ACCOUNT SERVICES, INC.
SENECA RESOURCES CORPORATION
         AND ITS SUBSIDIARIES
HORIZON LFG, INC.
NATIONAL FUEL RESOURCES, INC.
HORIZON POWER, INC.

File No. 70-10074
(Public Utility Holding Company Act of 1935)
 

SIXTH
CERTIFICATE
PURSUANT TO
RULE 24

        THIS IS TO CERTIFY, pursuant to Rule 24, that certain transactions proposed by National Fuel Gas Company (“National”) and its subsidiaries, National Fuel Gas Distribution Corporation (“Distribution Corporation”), National Fuel Gas Supply Corporation (“Supply Corporation”), Horizon Energy Development, Inc. (“Horizon Energy”) and its subsidiaries, Highland Forest Resources, Inc. (“Highland”), Leidy Hub, Inc. (“Leidy”), Data-Track Account Services, Inc. (“Data-Track”), Seneca Resources Corporation (“Seneca”) and its subsidiaries, Horizon LFG, Inc. (“Horizon LFG”), National Fuel Resources, Inc. (“NFR”) and Horizon Power, Inc. (“Power”) (collectively, the “Subsidiaries”), in their Application-Declaration on Form U-1, as amended (“Application-Declaration”), in SEC File No. 70-10074, have been carried out in accordance with the terms and conditions of, and for the purposes as represented by, said Application-Declaration and the Order of the Securities and Exchange Commission (“Commission”) (HCAR No. 35-27600, dated November 12, 2002) with respect thereto.


1.    EXTERNAL FINANCING BY NATIONAL

      a.    Common Stock

          During the quarter ended June 30, 2004 (the “Quarter”), National issued the following shares of common stock through the following plans:


Name Of Plan
  Number of Newly
Issued Shares
  Number of Shares Purchased
in Open Market
         
Direct Stock Purchase and Dividend
Reinvestment Plan
  94,847   -0-
         
Tax Deferred Savings
Plans (401(k))
  73,752   27,000
         
Employee Stock Ownership Plan    -0-   10,065
         
1997 Award & Option Plan   85,997   -0-
         
1993 Award & Option Plan   375,171   -0-
         
1984 Stock Plan   -0-   -0-
         
1983 Incentive Stock Option Plan   -0-   -0-
         
Retainer Policy
for Outside Directors
  1,800   -0-
         
Total   631,567   37,065

Aggregate gross consideration received upon issuance of shares:    $12,306,944.

        Other than as set forth above, National did not issue or sell any common stock during the Quarter. National did not issue any common stock as consideration in connection with any acquisition during the Quarter.

        On June 10, 2004, the Compensation Committee of the Board of Directors of National awarded 87,000 stock options pursuant to the National Fuel Gas Company 1997 Award and Option Plan. The Compensation Committee of the Board of Directors of National did not award any shares of restricted stock, performance units, performance share or other common stock-based awards.

      b.    Preferred Securities

          National has no preferred securities outstanding.

      c.    Long-term Debt

          National did not issue any long-term debt during the Quarter.

          During the Quarter, National redeemed $35,000 of 6.50% notes prior to their 2022 maturity, in accordance with the “death put” provisions in those notes.

      d.    Stock Purchase Contracts and Stock Purchase Units

          National did not issue any stock purchase contracts or stock purchase units during the Quarter.

      e.    Short-term Debt

      (1)    Short-term Notes

          National issued short-term notes (in all cases having maturities of no more than 270 days) to banks or other financial institutions during the Quarter. The maximum amount of such notes outstanding at any time during the Quarter was $81,200,000.

      (2)    Commercial Paper

          National sold commercial paper during the Quarter through Merrill Lynch Money Markets, Inc., J.P. Morgan Securities Inc. and/or Goldman, Sachs & Co. The maximum amount of commercial paper outstanding at any time during the Quarter was $49,100,000.

      (3)    Total Short-term Debt

          The maximum aggregate amount of short-term debt securities of National outstanding at any time during the Quarter was $103,000,000.

2.    FINANCING SUBSIDIARIES AND SPECIAL PURPOSE SUBSIDIARIES

          National did not organize any new Financing Subsidiaries or Special Purpose Subsidiaries during the Quarter. National’s Financing Subsidiaries and Special Purpose Subsidiaries are as follows:

  Seneca Player Corp. 3062782 Nova Scotia Co.
3062783 Nova Scotia Co.
Balance sheet account
where investment and cost booked
fully consolidated into National fully consolidated into
National
fully consolidated into
National
Form of organization corporation unlimited liability company unlimited liability company
Percentage owned by
National or a
Nonutility Subsidiary
  100%   100%   100%
Identification of other
owners if not 100%
owned
  N/A   N/A   N/A
Purpose of investment in
subsidiary
increase tax
efficiencies
increase tax efficiencies
increase tax efficiencies
Securities authorized to
be issued
                        
                        
1,000 shares of
common stock
                 
                 
1,000,000 shares, in such
classes, and with such
rights and conditions, as
directors may determine
1,000,000 shares, in such
classes, and with such rights
and conditions, as directors
may determine

Information regarding National’s investments in these subsidiaries is filed confidentially pursuant to Rule 104(b).

3.    FINANCING BY SUBSIDIARIES

        Distribution Corporation issued short-term debt securities through the system money pool (“Money Pool”) as set forth below under Section 4. The Nonutility Subsidiaries did not engage in financing transactions other than exempt transactions.

4.    MONEY POOL

        During the Quarter, National coordinated the borrowing requirements of certain Subsidiaries through the money pool. For each participant in the Money Pool, the following table lists the maximum amount of borrowings through, and the maximum amount of investments made in, the Money Pool during the Quarter:

  Maximum
Borrowings
Through Money
Pool ($)
Maximum
Investments in
Money Pool ($)
National n/a  18,600,000 
Distribution Corporation 91,600,000 
Supply Corporation 11,700,000  7,700,000 
Horizon Energy n/a  500,000 
Highland 18,100,000 
Leidy 900,000 
Data-Track 500,000 
Seneca 87,900,000 
Horizon LFG 48,500,000 
NFR 56,800,000 
Power n/a 

        The annual interest rates applied to Money Pool borrowings and investments during the Quarter are set forth in Exhibit 1 hereto, which is incorporated herein by reference.

5.    GUARANTEES

        During the Quarter, National did not issue any new guarantees.

        The maximum amount of guarantees and credit support that National had outstanding on behalf of its Subsidiaries at any time during the Quarter was $517,850,259. The guarantees and credit support relate primarily to: (i) obligations under derivative financial instruments, which are included on the consolidated balance sheet in accordance with Statement of Financial Accounting Standards No. 133; (ii) NFR obligations to purchase gas or to purchase gas transportation/storage services where the amounts due on those obligations each month are included on National’s consolidated balance sheet as a current liability; and (iii) other obligations which are reflected on National’s consolidated balance sheet. National believes that the likelihood it would be required to make payments under the guarantees is remote.

6.    HEDGING TRANSACTIONS

        During the Quarter, National did not enter into any Interest Rate Hedges or Anticipatory Hedges.

7.    CHANGES IN CAPITAL STRUCTURE OF MAJORITY-OWNED NONUTILITY SUBSIDIARIES

        None.

8.    NONUTILITY SUBSIDIARY REORGANIZATIONS

        None.

9.    OTHER ITEMS

        National filed a Form U-6B-2 on May 27, 2004.

        National’s consolidated balance sheet as of June 30, 2004 is included in National’s Form 10-Q for the quarter ended June 30, 2004 and is incorporated herein by reference.

        Distribution Corporation’s balance sheet as of June 30, 2004 is set forth in Exhibit 2 hereto, which is incorporated herein by reference and filed confidentially pursuant to Rule 104(b).


SIGNATURES

        Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Certificate pursuant to Rule 24 to be signed on their behalf by the undersigned thereunto duly authorized.

NATIONAL FUEL GAS COMPANY


By: /s/ P. C. Ackerman
     P. C. Ackerman
     Chairman, President & CEO

NATIONAL FUEL GAS DISTRIBUTION
CORPORATION



By: /s/ D. F. Smith
     D. F. Smith
     President

NATIONAL FUEL GAS SUPPLY CORPORATION


By: /s/ D. J. Seeley
     D. J. Seeley
     President

HORIZON ENERGY DEVELOPMENT, INC.


By: /s/ P. C. Ackerman
       P. C. Ackerman
           President

HIGHLAND FOREST RESOURCES, INC.

By: /s/ J. A. Beck
     J. A. Beck
     President


LEIDY HUB, INC.

By: /s/ P. C. Ackerman
     P. C. Ackerman
     Chairman

DATA-TRACK ACCOUNT SERVICES, INC.

By: /s/ P. C. Ackerman
     P. C. Ackerman
    President

SENECA RESOURCES CORPORATION

By: /s/ J. A. Beck
     J. A. Beck
     President

HORIZON LFG, INC.

By: /s/ B. H. Hale
     B. H. Hale
     President

NATIONAL FUEL RESOURCES, INC.

By: /s/ D. L. DeCarolis
     D. L. DeCarolis
     Vice President and Secretary

HORIZON POWER, INC.


By: /s/ B. H. Hale
     B. H. Hale
     President

Dated: August 26, 2004




EXHIBIT 1
Money Pool Interest Rates

        The interest rate applied to Money Pool borrowings is the same for all participants that borrow through the Money Pool. The interest rate applied to Money Pool investments is the same for all participants that invest in the Money Pool.

Date
Interest Rate
Applied to
Borrowings

Interest Rate
Applied to
Investments

 4/1/2004 1.13% 1.13%
 4/2/2004 1.11% 1.11%
 4/3/2004 1.11% 1.11%
 4/4/2004 1.11% 1.11%
 4/5/2004 1.12% 1.12%
 4/6/2004 1.11% 1.11%
 4/7/2004 1.11% 1.11%
 4/8/2004 1.11% 1.11%
 4/9/2004 1.11% 1.11%
4/10/2004 1.11% 1.11%
4/11/2004 1.11% 1.11%
4/12/2004 1.08% 1.08%
4/13/2004 1.08% 1.08%
4/14/2004 1.03% 1.03%
4/15/2004 1.12% 1.12%
4/16/2004 1.12% 1.12%
4/17/2004 1.12% 1.12%
4/18/2004 1.12% 1.12%
4/19/2004 1.10% 1.10%
4/20/2004 1.04% 1.04%
4/21/2004 1.02% 1.02%
4/22/2004 1.03% 1.03%
4/23/2004 1.03% 1.03%
4/24/2004 1.03% 1.03%
4/25/2004 1.03% 1.03%
4/26/2004 1.26% 1.26%
4/27/2004 1.22% 1.22%
4/28/2004 1.12% 1.12%
4/29/2004 1.12% 1.12%
4/30/2004 1.12% 1.12%



Date
Interest Rate
Applied to
Borrowings

Interest Rate
Applied to
Investments

 5/1/2004 1.12% 1.12%
 5/2/2004 1.12% 1.12%
 5/3/2004 1.12% 1.12%
 5/4/2004 1.12% 1.12%
 5/5/2004 1.02% 1.02%
 5/6/2004 1.02% 1.02%
 5/7/2004 1.04% 1.04%
 5/8/2004 1.04% 1.04%
 5/9/2004 1.04% 1.04%
5/10/2004 1.03% 1.03%
5/11/2004 1.04% 1.04%
5/12/2004 1.04% 1.04%
5/13/2004 1.02% 1.02%
5/14/2004 1.02% 1.02%
5/15/2004 1.02% 1.02%
5/16/2004 1.02% 1.02%
5/17/2004 1.04% 1.04%
5/18/2004 1.04% 1.04%
5/19/2004 1.02% 1.02%
5/20/2004 1.03% 1.03%
5/21/2004 1.04% 1.04%
5/22/2004 1.04% 1.04%
5/23/2004 1.04% 1.04%
5/24/2004 1.04% 1.04%
5/25/2004 1.29% 1.29%
5/26/2004 1.02% 1.02%
5/27/2004 1.04% 1.04%
5/28/2004 1.04% 1.04%
5/29/2004 1.04% 1.04%
5/30/2004 1.04% 1.04%
5/31/2004 1.04% 1.04%



Date
Interest Rate
Applied to
Borrowings

Interest Rate
Applied to
Investments

 6/1/2004 1.04% 1.04%
 6/2/2004 1.08% 1.08%
 6/3/2004 1.06% 1.06%
 6/4/2004 1.06% 1.06%
 6/5/2004 1.06% 1.06%
 6/6/2004 1.06% 1.06%
 6/7/2004 1.07% 1.07%
 6/8/2004 1.12% 1.12%
 6/9/2004 1.09% 1.09%
6/10/2004 1.12% 1.12%
6/11/2004 1.12% 1.12%
6/12/2004 1.12% 1.12%
6/13/2004 1.12% 1.12%
6/14/2004 1.12% 1.12%
6/15/2004 1.22% 1.22%
6/16/2004 1.20% 1.20%
6/17/2004 1.21% 1.21%
6/18/2004 1.19% 1.19%
6/19/2004 1.19% 1.19%
6/20/2004 1.19% 1.19%
6/21/2004 1.19% 1.19%
6/22/2004 1.24% 1.24%
6/23/2004 1.24% 1.24%
6/24/2004 1.24% 1.24%
6/25/2004 1.29% 1.29%
6/26/2004 1.29% 1.29%
6/27/2004 1.29% 1.29%
6/28/2004 1.48% 1.48%
6/29/2004 1.25% 1.25%
6/30/2004 1.55% 1.55%