Third 70-10074 4q03

      UNITED STATES OF AMERICA
                Before the
     SECURITIES AND EXCHANGE COMMISSION   

     In the Matter of

NATIONAL FUEL GAS COMPANY THIRD
NATIONAL FUEL GAS DISTRIBUTION CORPORATION CERTIFICATE
NATIONAL FUEL GAS SUPPLY CORPORATION PURSUANT TO
HORIZON ENERGY DEVELOPMENT, INC. RULE 24
     AND ITS SUBSIDIARIES
HIGHLAND FOREST RESOURCES, INC.
LEIDY HUB, INC.
DATA-TRACK ACCOUNT SERVICES, INC.
SENECA INDEPENDENCE PIPELINE COMPANY
SENECA RESOURCES CORPORATION
     AND ITS SUBSIDIARIES
UPSTATE ENERGY INC.
NIAGARA INDEPENDENCE MARKETING COMPANY
NATIONAL FUEL RESOURCES, INC.
HORIZON POWER, INC.

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

     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 Independence Pipeline Company (“SIP”), Seneca Resources Corporation (“Seneca”) and its subsidiaries, Upstate Energy Inc. (“Upstate”), Niagara Independence Marketing Company (“NIM”), 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 September 30, 2003 (the "Quarter"), National issued the following shares of common stock through the following plans:


                                  Number of Newly     Number of Shares            Number of Shares Exchanged as
Name Of Plan                      Issued Shares       Purchased in Open Market    Consideration For Share Issuances

Direct Stock Purchase and               91,648                   -0-                              -0-
Dividend Reinvestment Plan

Tax Deferred Savings                    69,814                   -0-                              -0-
Plans (401(k))

Employee Stock Ownership Plan            -0-                    2,232                             -0-

Thrift Plan                              -0-                    7,952                             -0-

1997 Award & Option Plan                16,800                   -0-                               140

1993 Award & Option Plan                96,099                   -0-                             4,207

1984 Stock Plan                          -0-                     -0-                              -0-

1983 Incentive Stock Option Plan         -0-                     -0-                              -0-

Retainer Policy for                     2,400                    -0-                              -0-
Outside Directors

Total                                  276,761                  10,184                           4,347

Net New Shares                         272,414

Aggregate gross consideration received upon issuance of 272,414 shares: $6,154,223.29.

     Other than as set forth above, National did not 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 September 11, 2003, the Compensation Committee of the Board of Directors of National awarded 125,000 stock options pursuant to the National Fuel Gas Company 1997 Award and Option Plan. The Compensation Committee of the Board of Directors of National Fuel 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

         During the Quarter, National redeemed $62,000 principal amount of its $97,700,000 - 6.50% Notes due 2022 at a price of 100%, plus accrued interest in accordance with the “death put” provisions of those Notes. As of the end of the Quarter, there were $97,400,000 of such Notes still outstanding.

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 $185,500,000.

          (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 $190,900,000.

          (3) Total Short-term Debt

             The maximum aggregate amount of short-term debt securities of National outstanding at any time during the Quarter was $340,600,000.

2. FINANCING SUBSIDIARIES AND SPECIAL PURPOSE SUBSIDIARIES

          National did not organize any new Financing Subsidiaries or Special Purpose Subsidiaries during the Quarter. In connection with the sale of its Southeast Saskatchewan oil properties, National sold Seneca New Brunswick L.P. during the Quarter. National’s Financing Subsidiaries and Special Purpose Subsidiaries are as follows:



------------------------- ---------------------- ----------------------- ----------------------
                          Seneca Player Corp.    3062782 Nova Scotia     3062783 Nova Scotia
                                                 Co.                     Co.

------------------------- ---------------------- ----------------------- ----------------------
Balance sheet account     fully consolidated     fully consolidated      fully consolidated
where investment and      into National          into National           into National
cost booked
------------------------- ---------------------- ----------------------- ----------------------
Form of organization      corporation            unlimited liability     unlimited liability
                                                 company                 company
------------------------- ---------------------- ----------------------- ----------------------
Percentage owned by       100%                   100%                    100%
National or a
Nonutility Subsidiary
------------------------- ---------------------- ----------------------- ----------------------
Identification of other   N/A                    N/A                     N/A
owners if not 100% owned
------------------------- ---------------------- ----------------------- ----------------------
Purpose of investment     increase tax           increase tax            increase tax
in subsidiary             efficiencies           efficiencies            efficiencies
------------------------- ---------------------- ----------------------- ----------------------
Securities authorized     1,000 shares of        1,000,000 shares, in    1,000,000 shares, in
to be issued              common stock           such classes, and       such classes, and
                                                 with such rights and    with such rights and
                                                 conditions, as          conditions, as
                                                 directors may           directors may
                                                 determine               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            46,500,000
---------------------------- --------------------- ---------------------
Distribution Corporation               93,000,000            11,100,000
---------------------------- --------------------- ---------------------
Supply Corporation                     13,300,000                     0
---------------------------- --------------------- ---------------------
Horizon Energy                                n/a               900,000
---------------------------- --------------------- ---------------------
Highland                              204,600,000                     0
---------------------------- --------------------- ---------------------
Leidy                                           0               800,000
---------------------------- --------------------- ---------------------
Data-Track                                      0               500,000
---------------------------- --------------------- ---------------------
SIP                                    14,400,000                     0
---------------------------- --------------------- ---------------------
Seneca                                 73,600,000                     0
---------------------------- --------------------- ---------------------
Upstate                                48,300,000                     0
---------------------------- --------------------- ---------------------
NIM                                             0                     0
---------------------------- --------------------- ---------------------
NFR                                             0            51,100,000
---------------------------- --------------------- ---------------------
Power                                           0                     0
---------------------------- --------------------- ---------------------

          The 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 issued two guarantees on behalf of NFR, in the following amounts: $1,000,000 and $10,000,000.

          National issued one guarantee on behalf of Seneca Resources Corporation in the amount of $25,000,000.

          The maximum amount of guarantees and credit support that National had outstanding on behalf of its Subsidiaries at any time during the Quarter was $592,252,266. 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


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


8. NONUTILITY SUBSIDIARY REORGANIZATIONS


          During the Quarter, National reorganized its Canadian exploration and production subsidiaries in connection with the sale of its Southeast Saskatchewan oil properties. The structure of National’s wholly owned exploration and production subsidiary, Seneca Resources Corporation, and its Canadian operations is now as follows:


Organizational Chart

9. OTHER ITEMS

          National filed a Form U-6B-2 on August 29, 2003.

          National’s consolidated balance sheet as of September 30, 2003 is included in National’s Form 10-K for the year ended September 30, 2003 and incorporated herein by reference.

          Distribution Corporation’s balance sheet as of September 30, 2003 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 Second 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/ W. E. DeForest
       W. E. DeForest
        President

DATA-TRACK ACCOUNT SERVICES, INC.
 
By:   /s/ P. C. Ackerman
        P. C. Ackerman
        President

SENECA INDEPENDENCE PIPELINE COMPANY
 
By:   /s/ W. E. DeForest
        W. E. DeForest
        President, Secretary & Treasurer

SENECA RESOURCES CORPORATION
 
By:   /s/ J. A. Beck
        J. A. Beck
        President

UPSTATE ENERGY INC.
 
By:   /s/ B. H. Hale
        B. H. Hale
        President

NIAGARA INDEPENDENCE MARKETING COMPANY
 
By:   /s/ T. L. Atkins
        T. L. Atkins
        Treasurer

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: December 17, 2003