NFG

RESTATED CERTIFICATE OF INCORPORATION
OF
NATIONAL FUEL GAS COMPANY

Dated: September 21, 1998


The undersigned corporation, National Fuel Gas Company, certifies that
it has adopted, pursuant to Section 14A:9-5 of the New Jersey Business
Corporation Act, the following restated certificate of incorporation which
restates and integrates its certificate of incorporation, as heretofore restated
and amended:

ARTICLE FIRST
Corporate Name

The name of the corporation is NATIONAL FUEL GAS COMPANY.

ARTICLE SECOND
Registered Office and Agent

The location of this corporation's current registered office in the
State of New Jersey is 830 Bear Tavern Road, West Trenton, New Jersey 08628. The
name of the corporation's current registered agent at that address is
Corporation Service Company.


ARTICLE THIRD
Purpose and Objects

The objects for which this corporation is formed are: to do all kinds
of mining, manufacturing and trading business authorized by the laws of New
Jersey; to transport goods and merchandise by land and water; to buy, sell,
lease and improve lands; to build houses, structures, docks and piers; to lay
and operate pipelines; to erect and operate telegraph and telephone lines and
lines for conducting electricity; to enter into and carry out contracts of every
kind pertaining to its business; to loan and borrow money; to purchase or
otherwise acquire, hold, sell, assign and transfer shares of capital stock and
bonds or other evidences of indebtedness of corporations, and to exercise all
the privileges of ownership, including voting upon the stock so held; to carry
on its business and have offices and agencies therefor in all parts of the
world; and to hold, purchase, mortgage and convey real estate and personal
property outside of the State of New Jersey.

ARTICLE FOURTH
Capital Stock

The total authorized capital stock of this corporation shall consist of
Ten Million (10,000,000) shares of Preferred Stock having the par value of One
Dollar ($1.00) per share and Two Hundred Million (200,000,000) shares of Common
Stock having the par value of One Dollar ($1.00) per share.

The designations and relative rights, powers, preferences and
limitations of the different classes of capital stock of this corporation are as
follows:

1. Characteristics of Common Stock and Preferred Stock.

The Board of Directors shall have the authority to amend this
Certificate of Incorporation from time to time to divide the shares of the
Preferred Stock into one or more series and to determine the designation, the
number, and the special and relative rights, powers, preferences and limitations
of the shares of each series so created. For illustrative purposes only, the
forgoing power of the Board of Directors shall include, but shall not be limited
to, the determination of the following terms:

(a) the maximum number of shares to constitute each such series,
which may subsequently be increased or decreased (but not
below the number of shares of such series then outstanding) by
resolution of the Board of Directors, the distinctive
designation thereof and the stated value thereof if different
from the par value thereof;

(b) whether the shares of each such series shall have voting
rights and, if such shares are given voting rights, the terms
of such voting rights, subject to the provisions of paragraph
7 hereof;

(c) the dividend rate or rates, if any, on the shares of each such
series or the manner in which such rate or rates shall be
determined, the conditions and dates upon which such dividends
shall be payable, the preference or relation that such
dividends shall bear to the dividends payable on any other
class or classes or any other series of capital stock
(including whether such dividends shall be participating or
non-participating with respect to any other class or classes
or any other series of capital stock), whether such dividends
shall be cumulative or noncumulative, and if cumulative, the
date or dates from which any such dividends shall be
cumulative;

(d) whether the shares of each such series shall be subject to
redemption, and, if made subject to redemption, the time or
times, price or prices and other terms, limitations,
restrictions or conditions of such redemption, including
whether such redemption shall be made at the election of the
corporation or the holders of such shares;

(e) the relative amounts, and the relative rights or preferences,
if any, of payment in respect of shares of each such series
which the holders of shares of each such series shall be
entitled to receive upon the voluntary or involuntary
liquidation, dissolution or winding-up of the corporation,
including whether such rights shall be limited or
participating with respect to shares of any other class or
classes or any other series of capital stock upon the
voluntary or involuntary liquidation, dissolution or winding
up of the corporation;

(f) whether or not the shares of each such series shall be subject
to the operation of a retirement or sinking fund and, if so,
the terms and provisions relative to the operation of such
retirement or sinking fund;

(g) whether or not the shares of each such series shall be
convertible into, or exchangeable for, shares of any other
class or classes or any other series of capital stock, or
other securities, whether or not issued by the corporation,
and if so convertible or exchangeable, the price or prices or
the rate or rates of conversion or exchange, the method, if
any, of adjusting any such price or prices or rate or rates
and whether such shares shall be convertible or exchangeable
at the election of the corporation or the holders of such
shares;

(h) the limitations and restrictions, if any, to be effective
while any shares of each such series are outstanding, upon the
payment of dividends or the making of other distributions on,
and upon the purchase, redemption or other acquisition by the
corporation of, the Common Stock or any other class or classes
or any other series of capital stock of the corporation
ranking junior to the shares of such series either as to
dividends or upon liquidation, dissolution or winding-up of
the corporation;

(i) the conditions or restrictions, if any, to be effective while
any shares of each such series are outstanding, upon the
creation of indebtedness of the corporation or upon the
issuance of any additional stock (including additional shares
of such series or of any other class) ranking on a parity with
or prior to the shares of such series as to dividends or
distribution of assets upon liquidation, dissolution or
winding-up of the corporation; and

(j) any other preference, relative, participating, optional or
other special rights, and the qualifications, limitations or
restrictions thereof, as shall not be inconsistent with law,
this Article FOURTH or any amendment creating such series.

Each share of Common Stock shall be equal in all respects to every
other share of the Common Stock. The Common Stock shall be subject to the
express terms of the Preferred Stock and any series thereof.

2. Dividends on Preferred Stock.

No holder of outstanding shares of any series of the Preferred Stock
shall be entitled to receive any dividends thereon other than the dividends
provided therefor pursuant to paragraph 1 hereof.

3. Redemption and Repurchase of Preferred Stock.

If, on or before the redemption date with respect to any shares of any
series of Preferred Stock that are subject to redemption, as fixed or determined
pursuant to paragraph 1 hereof, this corporation shall deposit with a bank,
trust company or other financial institution monies necessary for the redemption
of such shares, then, notwithstanding that any certificate for such shares so
redeemed shall not have been surrendered for cancellation, from and after such
redemption date, all rights and preferences with respect to such shares so
redeemed shall forthwith on such redemption date cease and terminate, except
only the right of the holders thereof to receive, out of the monies so
deposited, the amount payable upon redemption of such shares, without interest.
Any such monies so deposited by this corporation and unclaimed at the end of six
(6) years from such redemption date shall be repaid to this corporation upon its
request, after which repayment the holders of the shares so called for
redemption shall look only to this corporation for the payment thereof.

Nothing herein contained shall limit any legal right of this
corporation to purchase or otherwise acquire any shares of the Preferred Stock
to the extent permitted by law. All or any shares of Preferred Stock at any time
redeemed, purchased or otherwise acquired by this corporation may thereafter, in
the discretion of the Board of Directors, be reissued or otherwise disposed of
at any time or from time to time, to the extent and in the manner now or
hereafter permitted by law.

4. Dividends on Common Stock.

Subject to the rights and preferences of each series of Preferred
Stock, as determined pursuant to paragraph 1 hereof, such dividends (payable in
cash, stock or otherwise) as may be determined by the Board of Directors may be
declared and paid on the Common Stock, but only out of funds legally available
for the payment of such dividends.

5. Distributions on Common Stock.

In the event of any liquidation, dissolution or winding up of this
corporation, and subject to the rights and preferences of each series of
Preferred Stock, as determined pursuant to paragraph 1 hereof, all assets and
funds of this corporation remaining after paying or providing for the payment of
all creditors of this corporation shall be divided among and paid to the holders
of the Common Stock according to their respective shares.

6. Preemptive Rights.

No holder of shares of any stock of this corporation of any class now
or hereafter authorized shall have any right as such holder to purchase,
subscribe for or otherwise acquire any shares of stock of this corporation of
any class now or hereafter authorized, or any securities convertible into or
exchangeable for any such shares, or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise acquire any
such shares, whether such shares, certificates, securities, warrants or other
instruments be unissued or issued and thereafter acquired by this corporation
and whether such shares and other instruments be issued for cash, property,
services, or by way of dividends or otherwise.

7. Voting Rights.

At all meetings of the stockholders of this corporation, the holders of
shares of Common Stock shall be entitled to one vote for each share of Common
Stock held by them respectively except as otherwise expressly provided herein.
The holders of shares of Preferred Stock shall have no right to vote and shall
not be entitled to notice of any meeting of stockholders of this corporation nor
to participate in any such meeting except as otherwise expressly provided herein
or in any amendment creating a series of Preferred Stock and except for those
purposes, if any, for which said rights cannot be denied or waived under
mandatory provisions of law that shall be controlling. If, and to the extent
that, the shares of any series of Preferred Stock are provided voting rights in
accordance with the provisions hereof, including the provision of such voting
rights in any amendment creating such series, each holder of shares of such
series of Preferred Stock shall be entitled to one vote for each outstanding
share of such shares of Preferred Stock held by such holder.

8. Reclassification, etc.

From time to time, and without limitation of other rights and powers of
this corporation as provided by law, this corporation may reclassify its capital
stock and may create or authorize one or more classes of stock ranking prior to
or on a parity with or subordinate to the Preferred Stock or may increase the
authorized amount of the Preferred Stock or of the Common Stock or of any other
class of stock of this corporation or may amend, alter, change or repeal any of
the rights, privileges, terms and conditions of shares of the Preferred Stock or
of any series thereof then outstanding or of shares of the Common Stock or of
any other class of stock of this corporation, upon such vote, given at a meeting
called for that purpose, of its stockholders then entitled to vote thereon as
may be provided by law; provided that the consent of the holders of shares of
the Preferred Stock (or of any series thereof) required by the provisions of any
amendment creating any series of Preferred Stock or by applicable law, if any
such consent be so required, shall have been obtained; and provided further that
the rights, privileges, terms and conditions of shares of Common Stock shall not
be subject to amendment, alteration, change or repeal without such vote (given
by written consent, or by vote at a meeting called for that purpose) of the
holders of Common Stock as may be provided by law.

9. Consideration for Shares.

To the extent permitted by law, this corporation may, at any time and
from time to time, issue and dispose of any of the authorized and unissued
shares of the Preferred Stock and Common Stock for such consideration as may be
fixed by the Board of Directors, or as may be determined in accordance with a
general formula established by the Board of Directors, or at not less than such
minimum consideration as the Board of Directors may authorize.


ARTICLE FIFTH
Business Combinations

1. In addition to any approval required by law or by this Certificate
of Incorporation, and any other provision of this Certificate of Incorporation
notwithstanding, any Business Combination and any Substantial Stockholder
effecting, proposing to effect or attempting to effect a Business Combination,
shall meet and be subject to all of the following conditions:

(a) The aggregate amount of cash and the Fair Market Value as of
the date of the consummation of the Business Combination of
other consideration to be received per share by the holders of
shares of Common Stock in such Business Combination shall be
not less than the highest per share price (including brokerage
commissions, transfer taxes and soliciting dealers' fees) that
a Substantial Stockholder paid for any shares of Common Stock
acquired by the Substantial Stockholder after it acquired a 5%
Interest.

(b) The consideration to be received by the holders of shares of
Common Stock in such Business Combination shall be either cash
or the same form as the consideration paid by the Substantial
Stockholder for shares of Common Stock acquired by the
Substantial Stockholder after it acquired a 5% Interest. If
the Substantial Stockholder has acquired shares of Common
Stock after the Substantial Stockholder has acquired a 5%
Interest, using more than one form of consideration, the form
of consideration to be received by the holders of shares of
Common Stock shall be either cash or the form used to acquire
the largest number of shares of Common Stock after the
Substantial Stockholder has acquired a 5% Interest.

(c) A proxy statement responsive to the requirements of the
Securities Exchange Act of 1934 shall have been mailed to all
holders of shares of Common Stock for the purpose of
soliciting stockholder approval of such Business Combination.
Such proxy statement shall contain at the front thereof, in a
prominent place, any recommendations as to the advisability
(or inadvisability) of the Business Combination that the
Continuing Directors, or any of them, may have furnished in
writing and, if deemed advisable by two-thirds of the
Continuing Directors, an opinion of a reputable investment
banking firm as to the fairness (or lack of fairness) of the
terms of such Business Combination, from the point of view of
the holders of shares of Common Stock other than the
Substantial Stockholder. Such investment banking firm shall be
selected by two-thirds of the Continuing Directors, shall be
furnished with all information it reasonably requests and
shall be paid by this corporation a reasonable fee for its
services upon receipt by this corporation of such opinion.

2. For purposes of this Article FIFTH, two-thirds of the Continuing
Directors shall have the power to determine in good faith, on the basis of
information known to them, (a) the number of shares of Common Stock beneficially
owned by any Person, the time at which any Person acquired a 5% Interest, the
highest per share price paid by a Substantial Stockholder for any shares of
Common Stock acquired by the Substantial Stockholder after it acquired a 5%
Interest, and, subject to subparagraph 4(f) of this Article FIFTH, the Fair
Market Value of the securities or other property exchanged in connection with
the transactions described in subparagraphs 4(d)(ii) and (d)(iii), respectively,
of this Article FIFTH, (b) whether a Person is an affiliate or associate of
another, (c) whether a Person has an agreement, arrangement or understanding
with another as to the matters referred to in subparagraph 4(c) of this Article
FIFTH, and (d) whether the transactions described in subparagraphs (d)(ii) and
(iii), respectively, of paragraph 4 of this Article FIFTH constitute Business
Combinations.

3. Nothing contained in this Article FIFTH shall be construed to
relieve any Substantial Stockholder from any fiduciary obligation imposed by
law.

4. For the purposes of this Article FIFTH:

(a) An "Affiliate" of, or a Person "affiliated" with, a specified
Person, is a Person that directly, or indirectly through one
or more intermediaries, controls, is controlled by, or is
under common control with, the Person specified.

(b) The term "Associate", when used to indicate a relationship
with any Person, means (1) any corporation or other
organization (other than this corporation or a Subsidiary) of
which such Person is a director, officer or partner or is,
directly or indirectly, the beneficial owner of 10% or more of
any class of equity securities thereof, (2) any trust or other
estate in which such Person has a substantial beneficial
interest or as to which such Person serves as a trustee or in
a similar fiduciary capacity, and (3) any relative or spouse
of such Person, or any relative of such spouse, who has the
same home as such Person, or who is a director, officer or
partner of a corporation or other organization of which such
Person is a director, officer or partner or is, directly or
indirectly, the beneficial owner of 10% or more of any class
of equity securities thereof.

(c) A Person shall be the "beneficial owner" of any shares of
Common Stock:

(i) with respect to which such Person or any of its
Affiliates or Associates directly or indirectly has or
shares (a) voting power, including the power to vote or
to direct the voting of such shares of Common Stock
and/or (b) investment power, including the power to
dispose of or to direct the disposition of such shares
of Common Stock, or

(ii) that such Person or any of its Affiliates or Associates
has (a) the right to acquire (whether such right is
exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange rights, warrants, or options, or otherwise, or
(b) the right to vote pursuant to any agreement,
arrangement or understanding, or

(iii) that are beneficially owned, directly or indirectly, by
any other Person with which such first-mentioned Person
or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any shares
of Common Stock.

Notwithstanding the foregoing, a member of a national securities exchange shall
not be deemed to be a beneficial owner of shares of Common Stock held directly
or indirectly by it on behalf of another Person solely because such member is
the record holder of such shares of Common Stock, and pursuant to the rules of
such exchange, may direct the vote of such shares of Common Stock, without
instruction, on other than contested matters or matters that may affect
substantially the rights or privileges of the holders of the shares of Common
Stock to be voted, but is otherwise precluded by the rules of such exchange from
voting without instruction.

(d) "Business Combination" shall mean:

(i) any merger, consolidation or share exchange of this
corporation or any Subsidiary with or into (a) any
Substantial Stockholder or (b) any other corporation
(whether or not itself a Substantial Stockholder)
which, after such merger or consolidation, would be
an Affiliate of a Substantial Stockholder, or

(ii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series
of related transactions) to or with any Substantial
Stockholder or an Affiliate of a Substantial
Stockholder of any assets of this corporation or any
Subsidiary, in exchange for cash, securities or other
property (or a combination thereof) having a Fair
Market Value in excess of $10 million that shall be
determined to be a Business Combination by two-thirds
of the Continuing Directors as provided in clause (d)
of paragraph 2 of this Article FIFTH, or

(iii) the issuance or transfer by this corporation or any
Subsidiary (in one transaction or a series of related
transactions) of any securities of this corporation
or any Subsidiary to (a) any Substantial Stockholder
or (b) any other corporation (whether or not itself a
Substantial Stockholder) that, after such issuance or
transfer, would be an Affiliate of a Substantial
Stockholder, in exchange for cash, securities or
other property (or a combination thereof) having a
Fair Market Value in excess of $10 million that shall
be determined to be a Business Combination by
two-thirds of the Continuing Directors as provided in
clause (d) of paragraph 2 of this Article FIFTH, or

(iv) the adoption of any plan or proposal for the
liquidation or dissolution of this corporation
proposed by or on behalf of a Substantial Stockholder
or an Affiliate of a Substantial Stockholder, or

(v) any reclassification of securities (including any
reverse stock split), recapitalization,
reorganization, merger or consolidation of this
corporation with any of its Subsidiaries or any
similar transaction (whether or not with or into or
otherwise involving a Substantial Stockholder or an
Affiliate of a Substantial Stockholder) that has the
effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any
class of equity or convertible securities of this
corporation or any Subsidiary that is directly or
indirectly owned by any Substantial Stockholder or by
an Affiliate of a Substantial Stockholder.

(e) "Continuing Director" shall mean a person who was a director
on or prior to February 21, 1985, or who was elected to and
became a member of the Board of Directors of this corporation
by vote of the Public Holders prior to the date as of which a
Person becoming a Substantial Stockholder acquired a 5%
Interest, or a person designated as a Continuing Director by
two-thirds of the then Continuing Directors.

(f) "Fair Market Value" shall mean: (i) in the case of stock, the
closing sale price on the day immediately preceding the date
in question of a share of such stock (or, if no trade was made
on such day, the closing sale price on the closest day prior
thereto on which a trade with respect to such stock was made),
which price was quoted on the Composite Tape for New York
Stock Exchange-Listed Stocks, or, if such stock is not quoted
on the Composite Tape, on the New York Stock Exchange, or, if
such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed,
or, if such stock is not listed on any such exchange, the
closing bid quotation with respect to a share of such stock on
the day immediately preceding the date in question (or, if no
closing bid quotation was available for such day, the closing
bid quotation on the closest day prior thereto on which a
closing bid quotation is available) on the National
Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a
share of such stock as determined by two-thirds of the
Continuing Directors in good faith; and (ii) in the case of
property other than cash or stock, the fair market value of
such property on the date in question as determined in good
faith by two-thirds of the Continuing Directors.

(g) A "5% Interest" shall mean beneficial ownership, directly or
indirectly, of not less than 5% of the then outstanding Common
Stock.

(h) "Other consideration to be received" shall mean anything other
than cash, including, without limitation, shares of Common
Stock retained by Public Holders in the event of a Business
Combination in which this corporation is the surviving
corporation.

(i) "Person" shall mean any individual, firm, corporation or other
entity.

(j) "Public Holders" shall mean Persons other than the relevant
Substantial Stockholder.

(k) "Subsidiary" shall mean any corporation a majority of the
voting shares of which are at the time owned by this
corporation or by other subsidiaries of this corporation or by
this corporation and other subsidiaries of this corporation.

(l) A "Substantial Stockholder" shall mean any Person (other than
this corporation or any Subsidiary of this corporation or any
trustee holding shares of Common Stock of this corporation for
the benefit of the employees of this corporation or any
Subsidiary of this corporation, or any of them, pursuant to
one or more employee benefit plans or arrangements) who or
that, as of the record date for the determination of
stockholders entitled to notice of and to vote on such
Business Combination, or as of the time of the vote on such
Business Combination, or immediately prior to the consummation
of any such transaction, is the beneficial owner, directly or
indirectly, of not less than 5% of the then outstanding Common
Stock of this corporation.


ARTICLE SIXTH
Board of Directors

The business and affairs of this corporation shall be managed by a
Board of Directors. The number of directors (exclusive of directors, if any, to
be elected by the holders of shares of Preferred Stock, voting separately from
the Common Stock as provided in any amendment creating any series of Preferred
Stock) shall be not less than 7 nor more than 11, the exact number of directors
to be determined from time to time by a resolution adopted by the affirmative
vote of a majority of the entire Board of Directors.

The directors of this corporation shall be divided into three classes,
designated Class I, Class II and Class III, respectively. Each class shall be as
nearly equal in number as may be possible. At the 1985 annual meeting of
stockholders, Class I directors shall be elected for a one-year term, Class II
directors for a two-year term and Class III directors for a three-year term. At
each succeeding annual meeting of stockholders beginning in 1986, the successors
to the class of directors whose term expires at that annual meeting shall be
elected for a three-year term, and successors to directors of any other class,
including directors elected in any such class by the Board of Directors to fill
one or more vacancies or newly-created directorships, shall be elected for the
remaining term of that class. If the number of directors is changed by
resolution of the Board of Directors pursuant to this Article SIXTH, any
increase or decrease shall be apportioned by the Board among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
but in no case shall a decrease in the number of directors shorten the term of
any incumbent director.

Any newly-created directorship resulting from an increase in the number
of directors by resolution of the Board pursuant to this Article SIXTH may be
filled by a majority of the directors then in office. Any vacancy on the Board
of Directors occurring for any reason, other than an increase in the number of
directors as aforesaid, may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director.

Directors of any class shall hold office until the annual meeting of
the year in which the term of such class expires or, in the case of directors
elected by the Board of Directors to fill vacancies or newly-created
directorships, until the next annual meeting following their election, and until
their respective successors shall be elected and shall qualify, subject to prior
death, resignation, retirement, disqualification or removal from office.

Notwithstanding the foregoing and except as otherwise provided by law,
whenever the holders of shares of Preferred Stock shall have the right, voting
separately from the Common Stock, to elect directors of this corporation, the
number, election, term of office, filling of vacancies and other features of
such directorships shall be governed by the terms and provisions of any
amendment creating any series of Preferred Stock; and such directors so elected
shall not be divided into classes pursuant to this Article SIXTH. During the
prescribed term of office of any such directors, the Board of Directors shall
consist of such directors in addition to the number of directors determined as
provided in the first paragraph of this Article SIXTH.


<PAGE>


ARTICLE SEVENTH
Current Directors

The current Board of Directors of this corporation consists of nine (9)
persons whose names and business addresses are as follows:

Name Business Address

Philip C. Ackerman National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203

Robert T. Brady MOOG Inc.
Plant 24/Seneca at Jamison Road
East Aurora, New York 14052

James V. Glynn Maid of the Mist Corporation
151 Buffalo Avenue
Niagara Falls, New York 14303

William J. Hill 3515 Zimmerly Road
Erie, Pennsylvania 16506

Bernard J. Kennedy National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203

Bernard S. Lee, Ph.D. Institute of Gas Technology
1700 South Mt. Prospect Road
Des Plaines, Illinois 60018

Eugene T. Mann 272 Porterville Road
Box 635
East
Aurora, New York 14052

George L. Mazanec Duke Energy Corporation
P.O. Box 1642
Houston, Texas 77251

George H. Schofield 224 Ocean Avenue
Marblehead, Massachusetts 01945


<PAGE>


ARTICLE EIGHTH
Required Vote On Certain Actions

The following actions approved by the Board of Directors shall be
adopted upon receiving the affirmative vote of a majority of votes cast by the
holders of shares of the corporation entitled to vote thereon and, in addition,
if any class or series of shares is entitled to vote thereon as a class, a
majority of the votes cast in each such class vote:

(1) amendments to the Certificate of Incorporation, including
restatements, where shareholder approval is required or requested;

(2) a plan of merger or consolidation;

(3) a sale, lease, exchange or other disposition of all, or
substantially all, the assets of the corporation otherwise than in the usual and
regular course of business; and

(4) dissolution.

Notwithstanding any other provision hereof or the By-Laws of this
corporation (and notwithstanding the fact that a lesser percentage may be
specified by law, this Certificate of Incorporation or the By-Laws of this
corporation), the approval of at least three-fourths of the entire Board of
Directors or, in the event that the Board of Directors consists of directors
elected by the holders of shares of Preferred Stock, the approval of a majority
of the entire Board of Directors shall be required before any proposal to amend,
alter, change, repeal or adopt any provision inconsistent with Article FIFTH,
Article SIXTH or this paragraph of Article EIGHTH of this Certificate of
Incorporation, may be submitted to a vote at a meeting of stockholders.


ARTICLE NINTH
Director and Officer Exculpation

No director or officer of this corporation shall be personally liable
to the corporation or any of its shareholders for monetary damages for breach of
any duty owed to the corporation or any of its shareholders, except to the
extent that such exemption from liability is not permitted under the New Jersey
Business Corporation Act, as the same exists or may hereafter be amended, or
under any revision thereof or successor statute thereto.

<PAGE>


IN WITNESS WHEREOF, National Fuel Gas Company has caused this Restated
Certificate of Incorporation to be duly executed as of the date first above
written.

NATIONAL FUEL GAS COMPANY

By: /s/ B. J. Kennedy
----------------------------
Name: B. J. Kennedy
Title: Chairman of the Board
President and
Chief Executive Officer

 

 

Exhibit 3(ii)

[State Treasurer Stamp]
FILED             
March 14, 2005     
STATE TREASURER

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NATIONAL FUEL GAS COMPANY

Dated: March 14, 2005

        The undersigned corporation, National Fuel Gas Company, having adopted an amendment to its Restated Certificate of Incorporation pursuant to N.J.S. 14A:9-2(4), hereby certifies as follows:

        1.            Name.    The name of the corporation is NATIONAL FUEL GAS COMPANY (the “Corporation”).

        2.            Amendment.    The Restated Certificate of Incorporation of the Corporation is amended by amending and restating Article EIGHTH, Required Vote on Certain Actions, to read in its entirety as follows:

 

The following actions approved by the Board of Directors shall, if shareholder approval is required by the New Jersey Business Corporation Act, be adopted upon receiving the affirmative vote of a majority of votes cast by the holders of shares of the corporation entitled to vote thereon and, in addition, if any class or series of shares is entitled to vote thereon as a class, a majority of the votes cast in each such class vote:



 

(1)

amendments to the Certificate of Incorporation (including restatements);



 

(2)

a plan of merger or consolidation;



 

(3)

a sale, lease, exchange or other disposition of all, or substantially all, the assets of the corporation otherwise than in the usual and regular course of business; and



 

(4)

dissolution.



 

Notwithstanding any other provision hereof or the By-Laws of this corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of this corporation), the approval of at least three-fourths of the entire Board of Directors or, in the event that the Board of Directors consists of directors elected by the holders of shares of Preferred Stock, the approval of a majority of the entire Board of Directors shall be required before any proposal to amend, alter, change, repeal or adopt any provision inconsistent with Article FIFTH, Article SIXTH or this paragraph of Article EIGHTH of this Certificate of Incorporation, may be submitted to a vote at a meeting of stockholders.



        3.            Date of Shareholder Adoption.    The date of adoption of this Amendment by the shareholders of the Corporation was February 17, 2005.

        4.            Shares Entitled to Vote.    The number of shares of the Corporation entitled to vote on the Amendment was 83,189,636 shares of common stock, par value $1.00 per share.

        5.            Vote on Amendment.    The number of shares voted for and against the Amendment were as follows:

FOR
AGAINST

--
--

34,770,816 Common Shares
21,582,111 Common Shares

        6.    Effective Date.    The Amendment shall become effective on the date of filing.

        IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate to be executed on its behalf by its duly authorized officer as of the date first above written.

 

 

NATIONAL FUEL GAS COMPANY

By:   /s/ P. C. Ackerman
Name:    P. C. Ackerman
Title:     Chairman of the Board, President
              and Chief Executive Officer