[Federal Register Volume 61, Number 226 (Thursday, November 21, 1996)]
[Notices]
[Page 59261]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-29793]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26606]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

November 15, 1996.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated thereunder. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments thereto is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and /or declaration(s) should submit their views in 
writing by December 9, 1996, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
shall identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

National Fuel Gas Company (70-8943)

Notice of Proposal to Issue Common Stock; Order Authorizing 
Solicitation of Proxies

    National Fuel Gas Company (``NFG''), 10 Lafayette Square, Buffalo, 
New York 14203, a gas registered holding company, has filed a 
declaration under sections 6(a), 7 and 12(e) of the Act and rules 62 
and 65 thereunder.
    By resolutions adopted by the Board of Directors of NFG (``Board'') 
on September 19, 1996, NFG's By-laws were amended to establish a shares 
payment policy (``Plan'') whereby nonemployee NFG directors (``Eligible 
Directors'') would receive compensation in the form of NFG Common 
Stock, $1 par value (``Common Stock'') for serving on the Board. Under 
the Plan one hundred shares of Common Stock would be issued quarterly 
to each Eligible Director and would constitute a portion of such 
Eligible Director's annual retainer. The Plan provides for a proration 
of such payments for any quarter during which an Eligible Director has 
rendered only partial service. Common Stock issued pursuant to the Plan 
would be non-transferable until the later of two years from date of 
issuance or six months after the Eligible Director's cessation of 
service as a director. NFG states that from time to time the Board will 
make adjustments in the number of shares issuable to each Eligible 
Director, as the Board in its discretion deems appropriate in light of 
then existing circumstances. It is anticipated that the initial 
issuance of Common Stock under the Plan will take place in respect of 
the quarter commencing January 1, 1997.
    One hundred thousand shares of Common Stock, which may be 
authorized but unissued shares, treasury shares or a combination 
thereof, have been reserved for issuance under the Plan. The Board may 
also adjust the number of these shares, reserved or issued, in order to 
prevent dilution or enlargement in the event of a stock split, reverse 
stock split, reorganization or similar event with respect to which the 
Board determines that an equitable adjustment is appropriate.
    NFG requests authorization to implement the Plan through December 
31, 2001, to issue up to one hundred thousand shares of Common Stock 
pursuant to the Plan, effective January 1, 1997, and to adjust the 
number of shares of Common Stock that may be issued under the Plan. In 
addition, NFG proposes to solicit proxies from its shareholders to 
approve amendments to NFG's By-laws establishing the Plan at the next 
annual meeting, scheduled for February 20, 1997. Accordingly, NFG 
requests that an order authorizing the solicitation of proxies be 
issued as soon as practicable pursuant to rule 62(d).
    It appearing to the Commission that NFG's declaration regarding the 
proposed solicitation of proxies should be permitted to become 
effective forthwith:
    It is ordered, that the declaration regarding the proposed 
solicitation of proxies be, and it hereby is, permitted to become 
effective forthwith, pursuant to rule 62 and subject to the terms and 
conditions prescribed in rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-29793 Filed 11-20-96; 8:45 am]
BILLING CODE 8010-01-M