LETTER TO SHAREHOLDERS


         1998* was a year in which we, and many companies in our industry, faced
serious challenges.  The weather was, on average,  12% warmer than normal in our
Utility service areas.  Our Exploration and Production  segment  experienced the
unpredictable fury of this year's tropical storms, which, although not resulting
in any physical  damage for us, caused our gas  production in the Gulf of Mexico
to be shut-in for 13 days.  Also, the steady decline of oil and gas prices was a
significant factor in the year's earnings.

         In the second  quarter of 1998,  we could not avoid the "ceiling  test"
used under the rule  prescribing  the full cost method of accounting for oil and
gas exploration  and production  operations.  As a result of falling prices,  we
recorded a non-cash  impairment to our oil and gas assets of $79.1 million after
tax, or $2.06 per share.** The rule requiring this write-down is, unfortunately,
a one way street,  making it both  arbitrary and  misleading.  While there is no
denying that declining  prices had a negative impact on the value of our oil and
gas assets,  we believe  this  snapshot  approach to  valuation  overstates  the
magnitude of the decline as of fiscal year-end, and ignores the routine seasonal
variability of energy prices. The rule provides only for write-downs and doesn't
allow for write-ups that may occur due to subsequent price increases.  While the
requirement  arguably provides a reasonable  representation of our experience in
the second quarter, it does not fully reflect our experience for the year.

         Our method of accounting  for depletion of oil and gas  properties  was
changed,  effective October 1, 1997, to the more widely used units of production
method.  This  resulted in a non-cash,  non-recurring  reduction of earnings per
share of 24 cents.  Without  these two non-cash  reductions,  earnings per share
were strong at $2.91 - only 3% lower than last year's record earnings.  However,
with the two  non-cash  special  items,  earnings  per share for 1998 were $0.61
versus $3.01 for 1997.

         The total  market  value of  Company  stock rose  approximately  $128.7
million, to $1.8 billion,  despite the volatility in the stock market this year.
The market price per share closed at $47 on September 30, 1998, 6.8% higher than
the market price per share on September 30, 1997.

         Once again,  your Company  fulfilled its commitment to annual  dividend
increases.  In June, the Board of Directors raised the dividend by $0.06 (3.4%),
to $1.80 per  share on an annual  basis,  bringing  you 28 years of  consecutive
increases and 96 years of uninterrupted dividend payments. As we look forward to
the future growth of your  Company,  we expect the Company to continue this long
history of uninterrupted dividend increases.1

- -----------------------
 *   All  references to years in this Annual Report are to the Company's  fiscal
     year, which ends September 30.
 **  All  references  to earnings  per share are for basic  earnings  per common
     share.

         Several exciting projects and acquisitions were completed in 1998 which
added value to your Company and, in turn, gave rise to new  opportunities.1  Our
goal of increasing domestic onshore activities of the Exploration and Production
segment was achieved when we closed three  acquisitions in the San Joaquin Basin
in  California.  Our Pipeline and Storage  segment  became an equal partner with
affiliates of  Transcontinental  Gas Pipe Line Corporation,  one of the Williams
Companies, and ANR Pipeline Company, a subsidiary of The Coastal Corporation, in
the  Independence  Pipeline  project.  The  International  segment  achieved  an
identity  of  its  own  through  our  considerable  investments  in  Severoceske
teplarny, a.s. and Prvni severozapadni teplarenska,  a.s. which are both located
in the northern  region of the Czech  Republic.  We reached a settlement  on the
primary issues of a long-standing  IRS audit,  which provided a net $5.0 million
benefit to the  Company.  Finally,  but  certainly  important  among this year's
successes,  we are  pleased to report  that the  excellent  efforts  made by our
employees to contain costs lead to another two-year rate settlement in New York,
resulting in a rate reduction for our customers.

         We are all very aware that  current  events  impact your  Company.  The
worldwide surplus of crude oil and the warmer than normal temperatures have kept
oil and gas prices at near record low levels.  The strength of your Company will
be tested in 1999 by many outside elements such as the predicted slowdown in the
world economy,  continued low commodity prices, and energy industry deregulation
resulting in consumer choice of energy  providers.  Given the  opportunities  we
enjoyed in 1998 to further your Company's  historic strengths and to enhance our
strong  foundation,  we are confident  your Company will meet these  challenges,
grow from them and present an even  stronger  Company  that will see us into the
new millennium.1

EXPLORATION AND PRODUCTION

         The Exploration and Production segment  experienced a pre-tax operating
loss this year of $93.3  million,  down $136  million from the prior year due to
the non-cash  impairment.  Excluding  this  impairment,  the segment had pre-tax
operating income of $35.7 million, down $7 million from the previous year.

         At the  beginning  of the year when oil and gas prices  were up, it was
nearly impossible to obtain offshore drilling rigs at reasonable  prices.  Thus,
we chose to defer drilling many of our planned wells.  We took advantage of this
lull in our drilling program to arrange three  acquisitions of properties in the
San Joaquin  Basin in Southern  California.  We believe  these  properties  will
significantly   enhance  this  segment's   long-term  growth  potential.1  These
acquisitions cost  approximately  $268 million,  including assumed debt of $64.7
million,  and contributed  substantially - approximately 436 Bcf equivalent - to
our total reserve base,  which now stands at 725 Bcf equivalent.  The mix of our
reserves  also  changed,  where  nearly  55% is now oil and 45% is  natural  gas
compared to 32% oil and 68% gas at September 30, 1997.

         In March,  we  acquired  from The  Whittier  Trust  Company  and others
properties in the Midway-Sunset and Lost Hills Fields, which added approximately
40 million  barrels of proved oil reserves.  In May, we completed a tender offer
for  HarCor  Energy,  Inc.,  an oil  and gas  company  with  properties  located
primarily on the west side of the San Joaquin Basin,  which produce  natural gas
and higher gravity oil.  Finally,  in June, we acquired from Bakersfield  Energy
Resources,  Inc. the remaining  interests in those oil and gas assets located in
the Lost Hills  Field.  In addition to the  properties,  we also  acquired a gas
processing  plant  and  associated   pipelines.   As  part  of  our  West  Coast
reorganization  plan,  Barry L.  McMahan was elected  Vice  President  of Seneca
Resources Corporation and is responsible for all West Coast operations.

         As oil and gas prices declined during the year we had some good news in
the form of  dramatically  reduced  prices for drilling rigs and other  services
associated  with well  completion.  During  the  fourth  quarter,  we  initiated
development  drilling  on  the  California  properties  and  resumed  an  active
exploration  program. To date, 35 development wells were successfully drilled on
the California properties, with additional wells underway.1

         Total  production  volumes  increased to 52.2 Bcf equivalent  this year
from 50.0 Bcf  equivalent  last year.  Oil  production  increased to 2.6 million
barrels from 1.9 million barrels the year before, primarily due to increased oil
production  late in the year  from  the  newly-acquired  California  properties.
However,  natural  gas  production  levels  went  down from 38.6 Bcf to 36.5 Bcf
because of decreased rig availability and tropical storms, as noted above.

         Should oil and gas prices improve,  and if rig rates remain affordable,
we expect to increase total production next year by approximately  46% to 76 Bcf
equivalent  and  maintain  a  production  ratio of 65% gas and 35% oil.1 In this
regard,  82  exploration  and  development  wells  are  planned  for  1999.1  We
anticipate  most of the gas  production  increase  for next  year will be in the
offshore area.1 In fact,  late in the fourth quarter we  successfully  completed
two additional development wells in the Gulf at Vermilion Block 309, raising the
number of successful  wells in that Block to six. All wells in this Block should
be on line by the end of  January  1999,  and  production  from  these  wells is
expected  to be near 60 MMcf per  day.1  In  addition,  we look  for  California
production to increase approximately 15% for next year.1

         Lower commodity prices do present other  opportunities for us. A number
of quality  properties are for sale at competitive prices and many companies are
looking  for merger  opportunities.  We have  further  emphasized  our  business
development  efforts and will evaluate  these  opportunities  as they arise.1 As
part of this effort,  Emmett Wassell was named to the newly created  position of
Vice  President  of  Business  Development  of  Seneca  Resources   Corporation,
responsible for acquisitions and divestitures.

PIPELINE AND STORAGE

         The  Pipeline  and Storage  segment's  1998  pre-tax  operating  income
decreased by $2 million to $71.5 million.  Lower revenue from unbundled pipeline
sales and open access transportation was the major cause of this decrease.

         As the  natural  gas  industry  evolves,  we are  proceeding  with  two
fundamental strategies:

      o       Capitalize on the  opportunities  which naturally  result from our
              excellent location between Canada and the energy-hungry East Coast
              markets.1

      o       Expand our presence into new geographic areas through acquisitions
              and joint ventures.1

         In 1998, we continued to develop,  with our partners,  the Independence
Pipeline project, an interstate natural gas pipeline from Defiance,  Ohio to our
hub in Leidy, Pennsylvania.1 The pipeline will provide a critical path for about
900,000 Dth/day of gas from the Chicago area to the energy-demanding  East Coast
markets.1  Although this gas will primarily serve electric  generation loads, it
is enough to serve  900,000  residential  customers on an average  heating day.1
This project is currently planned to be in service by late 2000.1

         The   Independence   Pipeline   should  also  help  us   capitalize  on
opportunities for new or alternative uses of natural gas in the power generation
market  through  its use of  gas-fired  turbines.1  This  market is  expected to
generate  areas  of  significant  growth  for  our  industry.1  As a  result  of
deregulation and unbundling in the electric  industry,  many electric  companies
shied away from putting new units on line in recent years to avoid  overcapacity
and stranded costs. However,  these companies now seek to reverse that trend and
will look to  increase  the demand for and use of  gas-fired  turbines,  thereby
creating an additional market for natural gas.1

         Growth in demand for  natural  gas is also  expected to result from the
shutdown of uneconomic  nuclear  power  plants.1 If these plants are replaced by
gas-fired combined cycle units, industry reports predict an additional demand of
1.5 Tcf/year,  with  approximately  1.2 Tcf /year in the New England,  New York,
Pennsylvania  and  New  Jersey  areas.1  The   Independence   Pipeline  will  be
well-situated,  both  geographically and from a competitive cost standpoint,  to
meet this increased demand.1

         We also anticipate  increased demand for natural gas to result from the
shutdown of coal-fired plants due to more stringent emission controls and costs.
If these plants are also replaced by gas-fired  combined  cycle units,  industry
reports predict additional  increased demand will range from 2.2 Tcf/year to 7.6
Tcf/year.1 As gas-fired  units replace coal plants,  emission of nitrogen  oxide
(which contributes to ozone depletion),  sulfur dioxide (which causes acid rain)
and carbon  dioxide  (which  contributes  to global  warming)  should be reduced
significantly.1

         Underground  gas storage has long been a critical and integral  part of
meeting  seasonal  demands for natural gas. As the demand continues to increase,
we stand ready to develop a number of depleted gas fields,  which we control, to
provide additional storage capacity to meet these needs.1

         Moreover,  given the success with our first  horizontal  storage  well,
from which we experienced a dramatic increase in deliverability,  we are testing
our other storage  fields,  in both New York and  Pennsylvania,  to determine if
they are suitable for this new technology.  Increasing the quantity of gas which
can be withdrawn  from storage in a day should provide new sources of revenue by
enabling  us to meet  multiple  markets'  peak gas demand  requirements.1  Also,
applying our successful  horizontal storage well technology to our other storage
fields  should  enable us to build on our strategic  location  between  Canadian
supply sources and the East Coast market area.1

         The  Pipeline  and  Storage  segment  is a  major  contributor  to your
Company's net operating  income,  consistently  providing a sound foundation for
growth. As the pipeline industry  evolves,  we have the necessary  components to
satisfy the needs of both existing and emerging energy markets.1

UTILITY

         The Utility  segment's 1998 pre-tax  operating income increased by $0.6
million to $124.5 million.  However, $6.0 million of revenues related to the IRS
audits was entirely  offset by interest  expense also related to the IRS audits;
thus, excluding this $6.0 million of revenue, pre-tax operating income decreased
$5.4 million to $118.5 million.

New York:  At the  expiration  of the Utility's  two-year  rate  settlement,  we
entered into a new two-year  rate plan,  commencing  October 1, 1998.  This plan
provides for a $7.2  million rate  reduction  for our New York  customers  while
preserving  the 12% return on equity  threshold  for the 50/50 sharing of excess
earnings with  customers.  Further,  the new plan  establishes a fund where $7.2
million   of  1999   revenues   will  be  set  aside  to  help  pay  for  future
transition-related  expenses  incurred as the Company moves toward a competitive
restructuring  of its  rates  and  services.1  We were  able to  negotiate  this
favorable  rate plan  primarily  because of the  Utility's  ongoing cost control
efforts.

         The New York Public Service  Commission (PSC) recently issued a "vision
statement"  contemplating  that  local  distribution  companies  would  exit the
merchant function over a three-to-seven  year period. The PSC's proposal for the
future of the gas industry in New York  envisions  that the  Utility,  as system
operator,  will retain the assets necessary to perform that function.  These and
other restructuring  matters will be addressed in global settlement  proceedings
with each  utility in New York.  We will  continue  to work with the PSC and its
Staff to more fully  develop the PSC's  restructuring  objectives.  However,  we
believe  existing  laws require gas  utilities  to maintain a certain,  although
possibly  reduced,  level of their traditional  merchant service,  including the
requirement to serve as the retail customers' supplier of last resort.1

Pennsylvania:  The  Utility  continues  to avoid  the need  for a  general  rate
increase  through  cost  reductions  and  productivity  advances  and  does  not
currently plan to file for any general rate increase in 1999.1

         In 1998, we participated in an industry collaborative whose goal was to
draft  restructuring  legislation  that would  ultimately  bring energy provider
choice to all of Pennsylvania's  retail gas customers.  While we gained valuable
experience and insight into potential legislative reform, we determined that the
legislation  being considered by the collaborative was not in the best interests
of our customers or our  shareholders.  It was too complex and required far more
changes in laws and regulations than was truly needed.

         However,  we capitalized on that collaborative  experience,  as well as
our experience garnered through the Company's Energy Select program.  That pilot
program  allowed our customers in the greater Sharon area the opportunity to buy
natural gas from a merchant  other than the Utility.  In late October  1998,  we
filed a proposal with the Pennsylvania Public Utility Commission to offer direct
access to  competitive  markets for all  customers on our system.  This customer
choice program requires no new legislation.1

         Recently,  restructuring  legislation  was proposed in a  significantly
scaled-down  version  from the  original  gas  restructuring  bill.  This  draft
proposal  supports  our  view  that  sweeping  changes  to the  current  law are
unnecessary. While we are evaluating this bill and its impact on our operations,
we continue to pursue  approval of our customer choice filing.1 To recognize his
increased level of  responsibility  in Pennsylvania,  Carl M. Carlotti was named
Vice President of National Fuel Gas  Distribution  Corporation,  responsible for
the Pennsylvania division.

         As part of the industry's  evolution,  customer choice of gas suppliers
is building  momentum and should expand as customer  awareness  increases and as
marketers pursue  customers.1 No matter who the consumers buy their gas from, we
will  continue to deliver  that gas in a cost  efficient  manner and profit from
providing that service.1 To that end, we recently  announced an early retirement
offer to our employees.  This will have a cost of approximately  $5.5 million to
be recorded in the first quarter of fiscal 1999;  however, we expect to see some
benefit to earnings in 1999, with the full value realized in fiscal 2000.1

INTERNATIONAL

         For the year, the International segment had pre-tax operating income of
$2.1 million - up $5.1 million over the loss  recognized  last year. We continue
our focus on eastern Central Europe - and the Czech Republic in particular - for
further international  expansion.1 Given the region's abundance of central steam
plants and the  prospects of increased  electric  energy  usage,  we expect more
opportunities  to use our  expertise in both retail  heating  service as well as
electric power generation.1

         Our total  investment in the Czech Republic now stands at $125 million,
with $240 million in total assets. We increased our total ownership  interest in
Severoceske  teplarny,  a.s. (SCT) to 82.7%. We also acquired an 86.2% ownership
interest in Prvni severozapadni teplarenska,  a.s. (PSZT), a wholesale power and
district  heating  company  located in the northern  Bohemia region of the Czech
Republic.  PSZT derives its revenues from the sale of both  electric  energy and
thermal energy produced from its generation facilities located in Komorany. PSZT
also  purchases  thermal  energy  for  resale  to  residential,  commercial  and
industrial customers.

         In 1999, we propose to merge SCT and PSZT in order to achieve operating
and management  efficiencies.1 This proposed merger of SCT and PSZT would create
the third largest  heating  company in the Czech  Republic and the third largest
private producer of electricity for sale to the grid.1

         Our investments in the  International  segment are an important part of
our strategy to further increase your Company's  earnings and shareholder  value
and provide a solid base to expand in eastern Central Europe.1 Over the next few
years,  we intend to exploit the  co-generation  prospects  associated  with our
steam plants in the Czech Republic and use our facilities and personnel there to
explore  further  opportunities,  both within the Czech  Republic and beyond its
borders in Poland, Hungary and eastern Germany.1

OTHER NONREGULATED ACTIVITIES

         Our Other Nonregulated  activities  continue to grow and improve.1 As a
group,  they showed pre-tax  operating  income of $5.3 million,  up $3.1 million
from last year.  Most of the increase came from our timber  holdings and related
sawmills.  These holdings continue to increase in value due to biological growth
and the steady demand for quality hardwoods.1

         National Fuel  Resources,  Inc. (NFR)  continues its dramatic growth in
energy  marketing,  increasing  its customer  base,  broadening its services and
building a foundation  for  capturing  more and more  customers  who will choose
their  energy  supplier  in a  competitive  marketplace.1  As a  result  of  its
marketing  initiatives and the continued expansion of its sales team, NFR serves
approximately  5,400  residential  and commercial  customers under long-term gas
supply agreements. We are particularly proud of the efforts made during the year
to secure two significant agreements,  which provide geographic diversity to our
customer  base and  demonstrate  our  competitiveness  outside  National  Fuel's
historic franchise area. In February, NFR secured a gas supply contract with the
State of New Jersey to service  various  state  owned and  operated  facilities,
making NFR one of that state's largest retail suppliers of natural gas. In July,
NFR began  supplying  energy to the  University  of  Rochester  for its  central
heating  plant,  eighteen  campus  buildings and Highland  Hospital.  Under this
two-year  agreement,  NFR will  supply  approximately  3 Bcf of natural  gas for
heating and other process needs.1

         NFR also  participates in various natural gas and electric energy pilot
programs,  selling natural gas to residential  customers in Pennsylvania as part
of the  Utility's  Energy  Select  program and in  Massachusetts  as part of the
Pioneer Valley Customer Choice program.  Other electric projects for NFR include
the  state-wide  pilot  for food  processors  and  farmers,  and New York  State
Electric  & Gas  Corporation's  Customer  Advantage  program  for  its  electric
customers in Lockport, New York. NFR successfully pursued this market,  securing
a contract to serve all of the Niagara County facilities in the pilot area.

         We  are  excited  about  the  challenges  and  changes  offered  by the
ever-changing  gas and electric  industry.  As other  companies  have exited the
market,  or encountered  heavy losses,  NFR has remained a stable and profitable
player,  positioned to  capitalize on regulatory  changes that will occur in the
future.1

INVESTING PLANS

         Because of our continued  emphasis on expanding your Company's value as
a diversified energy company,  and in particular,  capitalizing on the successes
of the Exploration and Production segment,  about one-half of our $204.4 million
capital budget for 1999 is aimed at exploiting that segment's growth potential.1
There is $92 million  targeted for our Exploration and Production  segment,  but
this  number is expected to  fluctuate,  depending  on oil and gas prices and on
drilling costs.1

         We have  allocated  $35.6  million  of the 1999  capital  budget to our
International  segment,  to be used primarily for retrofitting our facilities in
the Czech  Republic to comply  with their  environmental  regulations.1  The $27
million  allocated  to our  Pipeline  and  Storage  segment  largely  covers the
reconditioning  of storage wells and the replacement of storage and transmission
lines.1 Utility capital  expenditures are projected at $48.9 million and will be
used mostly to maintain our system and to replace main and service  lines.1 This
is a marked  decrease  from recent levels of Utility  expenditures,  and it also
reflects the  cumulative  effect of replacing our steel pipe with  plastic.  The
remaining  amount is planned  for the Other  Nonregulated  segment.1  As always,
these numbers do not include any amounts for acquisitions or investments.

         Finally,  we would like to thank all of our employees,  including those
who retired this year,  for their years of commitment and  contribution  to your
Company.  We gratefully express our appreciation for their dedication in helping
us continue to grow the value of your Company.  Their efforts have provided your
Company with a solid  foundation,  upon which to plan our future growth and take
advantage of the exciting opportunities which that future will inevitably bring.

/s/
Bernard J. Kennedy
Chairman of the Board, President and Chief Executive Officer


/s/
Philip C. Ackerman
Senior Vice President

December 10, 1998



1 This document contains "forward looking  statements" as defined by the Private
Securities Litigation Reform Act of 1995. Forward looking statements,  including
those  designated  by a "1,"  should  be read  with  the  cautionary  statements
included in this Annual  Report on Form 10-K at Item 7, under the heading  "Safe
Harbor for Forward-Looking Statements."



APPENDIX TO EXHIBIT 13 - This appendix contains a narrative description of image
and graphic  information as contained in the Letter to Shareholders  included in
the paper copy of the  Company's  combined  Annual  Report to  Shareholders/Form
10-K.

 1.)     Image - Picture of Bernard J. Kennedy, Chairman of the Board, President
         and Chief  Executive  Officer,  with  Philip C.  Ackerman,  Senior Vice
         President.

 2.)     Graph - Annual Dividend Rate at Year End

         Bar graph  showing the annual  dividend  rate per share at year-end (in
         dollars per common share) for 1988 through 1998, as follows:

         1988  1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
         ----  ----  ----  ----  ----  ----  ----  ----  ----  ----  ----

         $1.26 $1.34 $1.42 $1.46 $1.50 $1.54 $1.58 $1.62 $1.68 $1.74 $1.80

 3.)     Graph - Return on Average Common Equity

         Bar graph  showing  return on average  common  equity for 1994  through
         1998, as follows (1994 and 1998 show actual return and return excluding
         special items):

         1994     1995     1996     1997     1998
         ----     ----     ----     ----     ----

         11.3%     9.6%    12.6%    13.0%    11.9%*
         10.8%*                               2.6%

         *Excludes  special items for impairment of oil and gas producing assets
         in 1998 and for cumulative  effect of changes in accounting in 1998 and
         1994.

 4.)     Graph

         Bar graph showing oil and gas proved developed and undeveloped reserves
         (in billion cubic feet (Bcf) equivalent), at September 30, 1994 through
         1998, as follows:

                1994      1995      1996      1997      1998
                ----      ----      ----      ----      ----

        Oil    105.0     137.2     154.5     107.9     399.5

        Gas    247.4     221.5     207.1     232.4     325.1
               -----     -----     -----     -----     -----

               352.4     358.7     361.6     340.3     724.6


 5.)     Graph

         Bar graph showing oil and gas  production  (in billion cubic feet (Bcf)
         equivalent), for the years 1994 through 1998, as follows:

                           1994    1995    1996    1997    1998
                           ----    ----    ----    ----    ----

         Oil                6.2     4.5    10.4    11.4    15.7

         Gas               23.3    20.9    38.8    38.6    36.5
                           ----    ----    ----    ----    ----

                           29.5    25.4    49.2    50.0    52.2

 6.)     Graphs - Oil and  Gas Prices

         Two bar  graphs  showing  weighted  average  oil and gas  prices  after
         hedging (in dollars) for the years 1994 through 1998, as follows:

                            1994     1995     1996     1997     1998
                            ----     ----     ----     ----     ----

         Oil (per bbl)    $14.86   $15.86   $18.01   $17.95   $13.03

         Gas (per Mcf)     $2.26    $2.01    $2.11    $2.18    $2.27

Images 7 - 11 are  contained on a page devoted to the  Exploration  & Production
segment as follows:

 7.)     Image - Picture of an offshore drilling rig located offshore Louisiana,
         with the following  caption:  Vermilion  Block #309,  located  offshore
         Louisiana, is Seneca Resources' largest production endeavor. Production
         from its six wells is expected to be at a rate of 60 MMcf per day.1

 8.)     Image - Drilling rig with the following caption: Drilling rigs like the
         one  pictured  are used in Seneca  Resources'  San Joaquin  exploration
         program.

 9.)     Graph  -  1998  Exploration  and  Production  Capital  and  Acquisition
         Expenditures

         Pie graph showing the following pie slices for the total $391.2 million
         (which includes $64.7 million of assumed debt) of 1998  Exploration and
         Production Capital and Acquisition  Expenditures:  Whittier 36%; HarCor
         25%; BER 8%; Offshore 25%; Onshore and Other 6%.

10.)     Image - Picture of gas processing plant with the following caption:  In
         addition  to oil and gas  assets  located  in the  San  Joaquin  Basin,
         California, Seneca Resources acquired the Belridge gas processing plant
         in June  1998.  This  plant has the  capacity  to remove  and  separate
         natural gas liquids from 22 MMcf of gas per day.

11.)     Image - Pumping  unit with the  following  caption:  This  pumping unit
         typifies the  preferred  method of lifting  crude oil to the surface in
         Seneca's California operations.

Images 12 - 13 are contained on a page devoted to the Pipeline & Storage segment
as follows:

12.)     Image - Picture of Concord Station Compressor engine with the following
         caption:  The Concord Station  Compressor  engines have been altered to
         accommodate a wider range of operating conditions and handle additional
         throughput  from the  Niagara  Expansion.  Pictured:  (center)  Concord
         employee  Michael P. Yasurek  surveys the  installation of a master rod
         and crossbar.

13.)     Image - Map of Northeastern to Midwestern United States with outline of
         proposed Independence Pipeline Project, with the following caption: The
         proposed   Independence   Pipeline  will   transport   natural  gas  to
         distribution  companies,  electric  power  producers  and  large-volume
         industrial and  commercial  customers,  offering  access to every major
         natural gas supply basin in North America,  from the Gulf of Mexico, to
         western Canada.

         A second image of a circle  containing the following  sentence  appears
         above the image of the map: The  Independence  Pipeline  will provide a
         critical  path for about  900,000  Dth/day of natural gas ... enough to
         serve 900,000 residential customers.

14.)     Graph - Pipeline and Storage Throughput

         Bar graph  showing  Pipeline & Storage  throughput  with  percentage of
         total   transportation   throughput  to  affiliated  and  nonaffiliated
         customers, for 1994 through 1998, as follows:

                           1994    1995    1996    1997    1998
                           ----    ----    ----    ----    ----

         Affiliated         45%     42%     41%     41%     32%
         Nonaffiliated      55%     58%     59%     59%     68%
         Total Sales (Bcf)  296.6   290.7   325.0   300.3   313.0

15.)     Graph - Utility Operation and Maintenance Expense

         Bar graph showing the Utility  segment's  operation  and  maintenance
         expense (in millions of dollars) for 1994 through 1998, as follows:

                                 1994    1995    1996    1997    1998
                                 ----    ----    ----    ----    ----

                                 $193    $194    $201    $187    $184

16.)     Graph - Fiscal 1998 Weather

         Bar graph showing  fiscal 1998 percent warmer than last year and warmer
         than normal for Buffalo, New York and Erie, Pennsylvania, as follows:

                                             Percent warmer
                                            Than         Than
                                          Last Year     Normal
                                          ---------     ------

                  Buffalo, New York         12.9%        11.6%
                  Erie, Pennsylvania        15.7%        13.4%

Images  17 - 18 are  contained  on a page  devoted  to the  Utility  segment  as
follows:

17.)     Image - Picture  of  dispatch  operations  at  Mineral  Spring  Works.
         Additional images above and to the right of dispatch operations picture
         are a National  Fuel  service  van with  dotted  lines to an image of a
         satellite  and a diagram of a dispatch  service area map. The following
         caption is included:  The dispatching of all New York customer  service
         orders has been  centralized  at Mineral  Spring  Works.  This facility
         operates  24 hours a day,  365  days a year.  Pictured:  (l-r):  Teresa
         Ortiz, Aileen Kozakiewicz, Patricia A. White and Cheryl A. Henault.

18.)     Image  -Picture  of National  Fuel  employees  working on  computerized
         mapping and work order  management  system with the following  caption:
         National  Fuel recently  implemented  an  integrated,  state-of-the-art
         computerized mapping and work order management system. This system will
         enhance  mapping  productivity,  as well as  provide  "real  time"  gas
         facilities status.  Pictured:  Foreground:  Erie Engineering  employees
         Michael J. Bolla, Linda J. Wardzinski and Mark E. Thornton.

Images 19 - 21 are  contained  on a page  devoted to the  International  and the
Other Nonregulated segments as follows:


19.)     Image - Picture of PSZT facility with the  following  caption:  Horizon
         Energy  Development,  Inc.  acquired a  majority  interest  in PSZT,  a
         wholesale  power and district  heating  company located in the northern
         Bohemia region of the Czech Republic. At this facility,  steam turbines
         produce 240  megawatts of electric  generation.  Additional  image of a
         street and buildings in Prague,  Czech  Republic and a map of the Czech
         Republic with the general location of SCT and PSZT identified.

20.)     Image - Picture of Erie Barge Canal Locks with the  following  caption:
         National  Fuel  Resources  is  diversifying  its  energy  selection  by
         offering  electric  generation for sale to  commercial,  industrial and
         residential  prospects  in the  Lockport,  New York area.  Symbolic  of
         Lockport are the Erie Barge Canal Locks.

21.)     Image - Picture of building at the  University  of  Rochester  with the
         following caption:  National Fuel Resources has entered into a two-year
         agreement  with the University of Rochester to supply  approximately  3
         Bcf of  natural  gas that will be used for  heating  and other  process
         needs.

22.)     Graph - NFR Number of Customers

         Bar graph showing number of customers of National Fuel Resources  (NFR)
         for the years 1994 to 1998, as follows:

                              1994     1995     1996     1997     1998
                              ----     ----     ----     ----     ----

         Commercial/
         Industrial            180      246      672      937    1,499

         Residential Gas         -        -        -      370    3,872

         Electric                -        -        -        -      105
                             -----    -----    -----    -----    -----

         Total                 180      246      672    1,307    5,476