CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                          (As Restated March 15, 1985)
                                       OF
                           NATIONAL FUEL GAS COMPANY

     Pursuant  to the  provisions  of  Chapter 9 of Title 14A of the New  Jersey
Statutes and particularly Section 14A: 9-4 thereof, National Fuel Gas Company, a
corporation  organized  under  the  laws  of the  State  of New  Jersey,  hereby
certifies:
           FIRST:     The name  of  the  Corporation  is  NATIONAL  FUEL GAS
COMPANY (the "Company").
           SECOND:    The Board of Directors of the Company ("the Board"), at a
meeting duly called and held on December 10, 1987, adopted, inter alia, the
following resolutions:
           RESOLVED:  That the following Article NINTH be added to the Company's
                      Restated Certificate of Incorporation, as amended
                      ("Certificate"):

                      "NINTH:  No director  or officer of this  corporation
                      shall be  personally liable to the corporation or any of
                      its  shareholders  for monetary  damages for breach of any
                      duty owed to the corporation or any of its shareholders,
                      except to the extent that such  exemption  from  liability
                      is not permitted  under the New Jersey Business
                      Corporation Act, as the same exists or may hereafter be
                      amended, or under any revision thereof or successor
                      statute thereto";

                      and it is

   FURTHER RESOLVED:  That the above proposed amendment and addition to the
                      Company's Certificate, as hereby approved by the Board of
                      Directors, be submitted to a vote of the Company's common

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                      stockholders at the Annual Meeting of Stockholders to be
                      held on February 18, 1988, or any adjournment thereof,
                      with the recommendation that they approve same; and it is

   FURTHER RESOLVED:  That all actions heretofore taken, and which may hereafter
                      be taken  as  the  officers  of the  Company  deem
                      necessary  or  appropriate,  in connection with the above
                      proposed amendments to the Certificate, including, but
                      not  limited  to,  the  filing of an  Application-
                      Declaration  on Form U-1,  and amendments thereto, with
                      the Securities and Exchange Commission  ("Commission"),
                      receipt of an Order in  connection  therewith,  and
                      necessary  filings with the Secretary  of State of the
                      State of New Jersey be, and they  hereby  are, in all
                      respects authorized, approved, ratified and confirmed.

     THIRD:  That said Annual Meeting of Common  Stockholders of the Company was
held on the 18th day of February,  1988, pursuant to written notice of the time,
place and  purposes  of said  meeting,  including  the taking of action upon the
amendment to the  Restated  Certificate  of  Incorporation,  as amended,  of the
Company approved by the Board as aforesaid.
     FOURTH:  Said  written  notice of said  Annual  Meeting  was mailed to each
stockholder of record  entitled to vote thereon in accordance with the Company's
By-Laws and not less than ten (10) nor more than sixty (60) days before the date
of said Annual Meeting.
     FIFTH:    The number of shares of Common Stock of the Company entitled to
vote as a class at said Annual Meeting was 25,871,234, and each such share

<PAGE 3>

entitled the registered holder thereof to abstain from voting or to vote one
vote for or against the adoption of the amendment.
     SIXTH:     At said Annual Meeting, the following votes were registered with
respect to the amendment set out in paragraph SECOND above:

     For       - 19,752,149 shares of Common Stock

     Against   -   1,227,581 shares of Common Stock

     Abstain   -   537,548 shares of Common Stock

     A quorum of the  holders  of Common  Stock was  present  and voting at said
Annual Meeting,  and the amendment was duly adopted by the affirmative vote of a
majority  of the votes  cast by holders of  outstanding  shares of Common  Stock
entitled to vote thereon.
     SEVENTH:   The  amendment  shall  become  effective on the date of filing.


Dated:  February 18, 1988              NATIONAL FUEL GAS COMPANY


                                       By:  /s/ Bernard J. Kennedy
                                     Name:  Bernard J. Kennedy
                                    Title:  president