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                                                      EXHIBIT 10.6

                            AMENDMENT TO

                      DEATH BENEFITS AGREEMENT

      National Fuel Gas Company ("Company"), by action of its Board 
of Directors at its September 15, 1993 meeting, authorized the 
president of the Company to amend certain existing executive benefit 
agreements to reflect compensation that has been or will be provided 
under the Company's Annual At Risk Compensation Incentive Program 
("AARCIP").  Accordingly, the Company, and Philip C. Ackerman 
("Executive"), do hereby amend the death benefit agreement, dated 
April 1, 1991 respecting the Executive, which was previously 
executed by the parties hereto ("Agreement"), as follows:

      1.  The following language shall be added at the end of the 
          third sentence of Article I, paragraph (a):
          (as further described in Article II)."
      2.  Article II, paragraph (a) of the Agreement is hereby 
          amended and restated to reads as follows:
               
               (a) After the death of the Executive, if 
                the Policy (as defined in Article III) 
                has not split (see Article IV) before 
                Executives's death, the Policy shall pay 
                to the Beneficiary (i) 24 times the base 
                monthly salary provided by the Company to 
                the Executive ("Base Monthly Salary") at 
                the time of Executive's death, plus two 
                times the most recent annual award under 
                the Company's Annual At Risk Compensation 
                Incentive Program (AARCIP), if the 
                Executive dies while employed by the 
                Company, or (ii) 24 times the base 
                Monthly Salary for the month prior to the 
                Executive's commencement of retirement, 
                plus two times the most recent annual 
                award to the Executive under the AARCIP.  
                If the Executive has retired on 
                disability retirement and becomes 
                reemployed by the Company, or if the 
                Executive otherwise becomes reemployed by 
                the Company, the second date of 
                commencement of retirement shall be used 
                for purposes of computing benefits.  The 
                Company shall then be entitled to 
                recover, out of the Policy's proceeds and 
                directly from the Policy's insurer, the 
                total of the premiums paid by the Company 
                on the Policy, less and distributions to 
                the Company (including loans) on the 
                Policy."

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          3.    Article II, paragraph (c) is amended and 
                restated to read as follows:

                "An example of the Company's recovery 
                from the Policies' proceeds hereunder is 
                as follows:  If the company has paid a 
                total of $400,000 in premiums on the 
                Policies, at the time Executive died, and 
                the Policies paid death benefits of 
                $2,400,000, the Company would first 
                recover its $400,000.  Then if the 
                Executive's salary were $60,000 per 
                month, Beneficiary would received 24 
                times that amount, or, $1,440,000.  And, 
                if the most recent award to the Executive 
                under the AARCIP were $250,000, 
                Beneficiary would receive two times that 
                amount, or $500,000.  Then, Company and 
                Beneficiary would share the $60,000 
                excess equally.  ($2,400,000 - $400,000 - 
                $1,440,000 - $500,000 = $60,000.)  The 
                Company would recover $400,000 plus 
                $30,000 in addition to the $1,940,000 
                death benefit provided for in paragraph 
                (a).

In all other respects, the Agreement, and subsequent amendments or 
addenda thereto, shall remain unchanged.

      IN WITNESS WHEREOF, the parties hereto have executed this 
amendment at Buffalo, New York, on the 15th day of March, 1994.

                                    NATIONAL FUEL GAS COMPANY

/s/Robert J. Dauer                  By:/s/Bernard J. Kennedy        
Witness                                Bernard J. Kennedy
                                       President, Chief Executive
                                       Officer
                                       and Chairman of the Board
                                       of Directors

                                       PHILIP C. ACKERMAN

/s/Robert J. Dauer                  By:/s/Philip C. Ackerman        
Witness