form u9c3

United States
Securities and Exchange Commission


Washington, D.C. 20549

FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the Quarterly Period Ending September 30, 2002


National Fuel Gas Company
(Name of Registered Holding Company)

10 Lafayette Square
Buffalo, New York 14203
(Name of Principal Executive Officer)


Inquiries concerning this Form U-9C-3 may be directed to:
James R. Peterson
Assistant Secretary
National Fuel Gas Company
Suite 1500
10 Lafayette Square
Buffalo, New York 14203
(716) 857-7702



ITEM 1 - ORGANIZATION CHART

  Name of Reporting Co.      Energy or Gas Related    Date of Organization   State of Organization  Percentage of Voting Securities          Nature of Business Held

     Omitted for the fourth fiscal quarter pursuant to Instructions for Item 1.



ITEM 2 - ISSUANCE OF SECURITIES AND CAPITAL CONTRIBUTIONS

                                                       Principal                                                   Person to                               Consideration
                                                       Amount of                                               Whom Security Was     Collateral Given      Received for
Company Issuing Stock    Type of Security Issued       Security      Issue or Renewal      Cost of Capital          Issued            With Security        Each Security

SIP                    No transactions this quarter

DirectLink             No transactions this quarter

Niagara                No transactions this quarter

Upstate                Note                            $  100,000       Issue*                N/A                National Fuel Gas       N/A                $  100,000
                                                       $  100,000       Issue*                                   Company                                    $  100,000
                                                       $6,100,000       Issue*                                                                              $6,100,000
                                                       $  600,000       Issue*                                                                              $  600,000
                                                       $  100,000       Issue*                                                                              $  100,000

Roystone               No transactions this quarter

Seneca Energy          No transactions this quarter

Model City             No transactions this quarter

* Represents an increase in the daily principal balance of borrowings from the National Fuel Gas Company System Money Pool as compared with the balance from preceding day. For the quarter, the outstanding balance increased by $6,100,000.


     Company Contributing Capital           Company Receiving Capital           Amount of Capital Contribution

      No capital contributions this quarter



ITEM 3 - ASSOCIATE TRANSACTIONS

                         PART 1 - TRANSACTIONS PERFORMED BY REPORTING COMPANY ON BEHALF OF ASSOCIATE COMPANIES

Reporting Co. Rendering    Associate Co.           Types of Services        Direct Costs         Indirect Costs     Cost of
Services                   Receiving Services      Rendered                 Charged              Charged            Capital         Total Amount Billed

Roystone                   National Fuel Gas       Natural gas processing   $43,793*             $0                 $0              $43,793
                           Supply Corporation

* Represents payments made by National Fuel Gas Supply Corporation ("Supply") to Roystone pursuant to a gas processing agreement.


                         PART 2 - TRANSACTIONS PERFORMED BY ASSOCIATE COMPANIES ON BEHALF OF REPORTING COMPANY

Associate Co.            Reporting Co.        Types of Services   Direct Costs    Indirect     Cost of Capital      Total Amount Billed
Rendering Services       Receiving Services   Rendered            Charged         Costs
                                                                                  Charged

Supply                   SIP                  Managerial,         $1,875          $0           $0                   $1,875
                                              financial, legal
                                              and other similar
                                              services.

Seneca Resources         Upstate              Managerial,         $0              $0           $0                   $0
Corporation                                   financial and
                                              other similar
                                              services.

National Fuel            Upstate              Managerial          $0              $0           $0                   $0
Resources, Inc.                               services.

Power                    Seneca   Energy      Accounting          $2,500          $0           $0                   $2,500
                                              services.

Power                    Model City           Accounting          $2,500          $0           $0                   $2,500
                                              services.

Power                    Model City           Sales brokerage     $0              $0           $0                   $0
                                              and
                                              administrative
                                              services.
___________________________________

Upstate also may have purchased regulated interstate natural gas transportation and storage services from its associate, Supply, pursuant to Supply’s FERC gas tariff, but such services are “exempted transactions” pursuant to Rule 81 under the Public Utility Holding Company Act of 1935 (17 CFR Sec. 250.81).



ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

Investments in Energy-Related Companies:
       Confidential Treatment requested pursuant to Rule 104(b)
 
Investments in Gas-Related Companies:
       Confidential Treatment requested pursuant to Rule 104(b)



ITEM 5 - OTHER INVESTMENTS

Major Line of Energy-Related Business Other Investment in last U-9C-3 Report Other Investment in This U-9C-3 Report Reason For Difference in Other Investment
    
NONE   


ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS

A. Financial Statements:

 Balance Sheet for SIP   Confidential treatment requested pursuant to Rule 104(b)
 Income Statement for SIP   Confidential treatment requested pursuant to Rule 104(b)
 Balance Sheet for Niagara  Confidential treatment requested pursuant to Rule 104(b)
 Income Statement of Niagara  Confidential treatment requested pursuant to Rule 104(b)
 Balance Sheet for DirectLink  Confidential treatment requested pursuant to Rule 104(b)
 Income Statement for DirectLink  Confidential treatment requested pursuant to Rule 104(b)
 Balance Sheet for Upstate  Confidential treatment requested pursuant to Rule 104(b)
 Income Statement for Upstate  Confidential treatment requested pursuant to Rule 104(b)
  Balance Sheet for Roystone  Confidential treatment requested pursuant to Rule 104(b)
 Income Statement for Roystone  Confidential treatment requested pursuant to Rule 104(b)
 Balance Sheet for Seneca Energy  Confidential treatment requested pursuant to Rule 104(b)
 Income Statement for Seneca Energy  Confidential treatment requested pursuant to Rule 104(b)
 Balance Sheet for Model City  Confidential treatment requested pursuant to Rule 104(b)
 Income Statement for Model City  Confidential treatment requested pursuant to Rule 104(b)

     B. Exhibits:

Certificate stating that a copy of the report for the previous quarter has been filed with interested state commissions: EXHIBIT A



SIGNATURES

      Pursuant to the requirements of the Public Utility Holding Company Act of 1935, National Fuel Gas Company has duly caused this report to be signed and authorized on its behalf by the undersigned.

Dated: December 3, 2002

 NATIONAL FUEL GAS COMPANY
 
 By:   /s/ James R. Peterson
         James R. Peterson
          Assistant Secretary



EXHIBIT A

NATIONAL FUEL GAS COMPANY
CERTIFICATE



      The undersigned certifies that he is the duly designated and acting Assistant Secretary of National Fuel Gas Company, a New Jersey Corporation, and that the report on Form U-9C-3 for the previous quarter was filed with National Fuel Gas Company's interested State Commissions whose names and addresses are listed below:


State of New York Public Service Commission
3 Empire State Plaza
Albany, New York 12223-1350


Pennsylvania Public Utility Commission
P.O. Box 3265
North Office Building
Harrisburg, Pennsylvania 17120



IN WITNESS WHEREOF, I have hereunto set my hand as of the 3rd day of December, 2002.

 
    /s/ James R. Peterson
        James R. Peterson
         Assistant Secretary