Rule 424(b)(5)
File No. 333-3803
PRICING SUPPLEMENT NO. 1, DATED August 7, 1997
(To Prospectus dated September 30, 1996
and Prospectus Supplement dated September 30, 1996)
NATIONAL FUEL GAS COMPANY
(Medium-Term Notes, Series D)
Trade Date: August 7, 1997
Principal Amount: $100,000,000
Price to Public: At varying prices as described under
"Underwriting" below
Issue Date: August 12, 1997 (the Offered Notes
will bear interest from August 12, 1997)
Maturity Date: August 12, 2027
Interest Rate: 6.214%
Interest Payment Dates: May 1 and November 1, commencing
November 1, 1997
Proceeds to the Company: $99,500,000
Redemption Terms: Not redeemable at the option of the Company
Repayable at the option of holder: Yes x No
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Repayment Date: August 12, 2002
Repayment Price: 100%
Election Period: June 13, 2002 through July 13, 2002
Other Terms: See "Repayment at Option of Holder"
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IN CONNECTION WITH THIS OFFERING, THE PURCHASER NAMED HEREIN
MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE
AFFECT THE PRICE OF THE OFFERED NOTES, INCLUDING OVER-ALLOTMENT,
STABILIZING AND SHORT-COVERING TRANSACTIONS AND THE IMPOSITION OF
PENALTY BIDS. SEE "UNDERWRITING."
REPAYMENT AT OPTION OF HOLDER
Each Offered Note will be repayable by the Company at the
option of the holder thereof on August 12, 2002 at 100% of its
principal amount, together with interest payable to the date of
repayment. For any Offered Note to be repaid, the Company must
receive such Offered Note at its office or agency in the Borough
of Manhattan, The City of New York (currently the office of the
Trustee), within the period commencing June 13, 2002, and ending
at the close of business on July 13, 2002 (or, if July 13, 2002
shall not be a business day, the next succeeding business day),
together with the form entitled "Option to Elect Repayment" on
the reverse of, or otherwise accompanying, such Offered Note duly
completed. Any such election so received by the Company within
such period shall be irrevocable. The repayment option may be
exercised by the holder of any Offered Note for less than the
entire principal amount of such Offered Note, provided that the
principal amount to be repaid is equal to $1,000 or an integral
multiple of $1,000. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any
Offered Note for repayment will be determined by the Trustee,
whose determination will be final and binding.
So long as the Depositary or the Depositary's nominee is the
holder of the Offered Notes, the Depositary or such nominee, as
the case may be, will be the only entity that can exercise the
repayment option, and repayment will be made in accordance with
the Depositary's repayment procedures in effect at the time. See
"Description of the Offered Notes and the Indenture Book-Entry
System" in the accompanying Prospectus Supplement. In order to
ensure that the Depositary or its nominee will timely exercise a
repayment option with respect to a particular beneficial interest
in the Offered Notes, the Beneficial Owner of such interest must
instruct the broker or other Direct or Indirect Participant
through which it holds such interest to notify the Depositary of
its election to exercise the repayment option. In addition, the
Beneficial Owner must effect delivery of such interest at the
time such notice of election is given to the Depositary by
causing the broker or other Direct or Indirect Participant
through which it holds such interest to transfer such interest on
the Depositary's records to the Trustee. Different firms have
different deadlines for accepting instructions from their
customers and, accordingly, each Beneficial Owner should consult
the broker or other Direct or Indirect Participant through which
it holds an interest in the Offered Notes in order to ascertain
the deadline by which such instruction must be given in order for
timely notice to be delivered to the Depositary.
UNDERWRITING
Subject to the terms and conditions set forth in a
Terms Agreement, dated August 7, 1997, between Bear, Stearns &
Co. Inc. (Purchaser) and the Company (Terms Agreement), the
Purchaser has agreed to purchase from the Company, and the
Company has agreed to sell to the Purchaser, as principal,
$100,000,000 principal amount of the Offered Notes.
The Company has been advised by the Purchaser that it
proposes to offer the Offered Notes to one or more investors or
other purchasers, including other dealers, from time to time in
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one or more transactions, including negotiated transactions, at
varying prices related to prevailing market prices at the time of
resale.
Under the terms and conditions of the Terms Agreement,
the Company has agreed that during the period ending on the Issue
Date set forth above, it will not offer for sale, issue or sell,
or enter into any agreement to offer for sale, issue or sell, any
securities of the Company having terms substantially similar to
those of the Offered Notes.
In order to facilitate this offering, the Purchaser may
engage in transactions that stabilize, maintain or otherwise
affect the price of the Offered Notes during and after this
offering. Specifically, the Purchaser may over-allot or
otherwise create a short position in the Offered Notes for its
own account by selling more Offered Notes than have been sold to
it by the Company. The Purchaser may elect to cover any such
short position by purchasing Offered Notes in the open market.
In addition, the Purchaser may stabilize or maintain the price of
the Offered Notes by bidding for or purchasing Offered Notes in
the open market and may impose penalty bids, under which selling
concessions allowed to broker-dealers participating in this
offering are reclaimed if Offered Notes previously distributed in
this offering are repurchased in connection with stabilizing
transactions or otherwise. The effect of these transactions may
be to stabilize or maintain the market price of the Offered Notes
at a level above that which might otherwise prevail in the open
market. The imposition of a penalty bid may also affect the
price of the Offered Notes to the extent that it discourages
resales thereof. No representation is made as to the magnitude
or effect of any such stabilization or other transactions. Such
transactions, if commenced, may be discontinued at any time.
COMPANY UNDERTAKING
The Company undertakes to provide without charge to
each person, including any Beneficial Owner, to whom a copy of
the accompanying Prospectus has been delivered, on the written or
oral request of any such person, a copy of any or all of the
documents referred to therein which have been or may be
incorporated in the accompanying Prospectus by reference, other
than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents).
Requests for such copies should be directed to: Curtis W. Lee,
General Manager - Finance, National Fuel Gas Company, 10
Lafayette Square, Buffalo, New York 14203, telephone (716) 857-
7812.