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 14, 1995                               13-1086010
                                                     File Folder Name:
                                                        163002423
NATIONAL FUEL GAS COMPANY                            Person to Contact:
  KYLE G. STORIE                                        WILLIAM DOLCE
10 LAFAYETTE SQUARE                                  Contact Telephone Number:
BUFFALO, NY 14203                                       (203) 258-2022
                                                     Plan Name:
                                            NATIONAL FUEL GAS CO TAX-DEFERRED
                                            SAVINGS PLAN FOR NON-UNION EMPLOY
                                                     Plan Number:  006

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 has been mandatorily disaggregated,  permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.

         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  plan  satisfies  the   nondiscriminatory   current   availability
requirements  of section  1.401(a)(4)-4(b)  of the  regulations  with respect to
those  benefits,  rights,  and  features  that are  currently  available  to all
employees in the plan's  coverage group.  For this purpose,  the plan's coverage
group consists of those employees  treated as currently  benefiting for purposes
of demonstrating  that the plan satisfies the minimum  coverage  requirements of
section 410(b) of the Code.

         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.

         The  information  on the enclosed  addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

         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
Addendum






NATIONAL FUEL GAS COMPANY

         This  determination  applies to all members of the controlled  group of
Corporations who have adopted the plan.