fifty-third 70-7833 3/05

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION


In the Matter of

NATIONAL FUEL GAS COMPANY
NATIONAL FUEL RESOURCES, INC.
                                            
File No. 70-7833

(Public Utility Holding Company Act of 1935)
FIFTY-THIRD
CERTIFICATE
PURSUANT TO
RULE 24


        In accordance with the terms of the Order dated December 20, 1991 issued to National Fuel Gas Company ("National") authorizing National to acquire the common stock of National Fuel Resources, Inc. ("NFR") (File No. 70-7833, HCAR No. 35-25437), attached as Exhibit "A" is an Income Statement of NFR for the Six and Twelve Months ended March 31, 2005. Also attached as Exhibit "B" is the Balance sheet of NFR as of March 31, 2005.

         IN WITNESS WHEREOF, the undersigned companies have duly caused this Certificate to be signed this 11th day of May 2005.

NATIONAL FUEL RESOURCES, INC.



By:  /s/ Donna L. DeCarolis                         
      Donna L. DeCarolis, President


NATIONAL FUEL GAS COMPANY



By:  /s/ James R. Peterson                            
      James R. Peterson, Assistant Secretary