Exhibit 5.2

INTERNAL REVENUE SERVICE                            DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
                                               Employer Identification Number:
Date:   December 28, 1995                               13-1086010
                                                     File Folder Name:
                                                        163002423
NATIONAL FUEL GAS COMPANY                            Person to Contact:
  KYLE G. STORIE                                        WILLIAM DOLCE
C/O DIANNE BENNET, ESQ                               Contact Telephone Number:
1800 ONE M&T PLAZA                                      (203) 258-2022
BUFFALO, NY 14203                                    Plan Name:
                                                        NATIONAL FUEL GAS CO TAX
                                                        DEFERRED SAVINGS PLAN
                                                     Plan Number:  009

Dear Applicant:

         We have made a favorable  determination on your plan, identified above,
based on the  information  supplied.  Please keep this letter in your  permanent
records.

         Continued  qualification of the plan under its present form will depend
on is  effect  in  operation.  (See  section  1.401-1(b)(3)  of the  Income  Tax
Regulations.) We will review the status of the plan in operation periodically.

         The enclosed  document  explains  the  significance  of this  favorable
determination  letter,  points out some  features  that may affect the qualified
status  of your  employee  retirement  plan,  and  provides  information  on the
reporting  requirements  for your  plan.  It also  describes  some  events  that
automatically nullify it. It is very important that you read the publication.

         This letter  relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

         This determination letter is applicable for the amendment(s) adopted on
December 30, 1994.

         This  plan  satisfies  the  minimum   coverage  and   nondiscrimination
requirements  of  sections  410(b) and  401(a)(4)  of the Code  because the plan
benefits  only  collectively   bargained   employees  or  employees  treated  as
collectively bargained employees.

          This  letter is issued  under Rev.  Proc.  93-39 and  considers  the 
amendments required by the Tax Reform Act of 1986  except as  otherwise 
specified  in this letter.

         This letter may not be relied upon with respect to whether the plan 
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.

         We have sent a copy of this letter to your  representative as indicated
in the power of attorney.

         If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                                              Sincerely yours,]

                                                              /s/Herbert J. Huff

                                                              Herbert J. Huff
                                                              District Director

Enclosures:
Publication 794