SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO.: 2)*


NAME OF ISSUER:                     National Fuel Gas Company

TITLE OF CLASS OF SECURITIES:       Common Stock

CUSIP NUMBER:                       636180101

DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: December 31, 2003

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:
         (X) Rule 13d-1(b)
         (  ) Rule 13d-1(c)
         (  ) Rule 13d-1(d)

     *    The  remainder  of this cover page shall be filled out for a reporting
          person's initial filing on this form with respect to the subject class
          of securities, and for any subsequent amendment containing information
          which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

(Continued on the following page(s))

                                PAGE 1 OF 6 PAGES




                                       13G

CUSIP No.: 636180101


1. NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Vanguard  Fiduciary  Trust Company,  in its capacity as trustee for certain
     employee benefit plan(s). I.R.S. Identification Number 23-2186884.

2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP

         Not Applicable                     A.                          B.
                                                                           -
3. SEC USE ONLY


4. CITIZENSHIP OR PLACE OF ORGANIZATION

         Pennsylvania

(For  questions  5-8,  report  the number of shares  beneficially  owned by each
reporting person with:)

5. SOLE VOTING POWER

                           None

6. SHARED VOTING POWER

                           5,882,219 Shares

7. SOLE DISPOSITIVE POWER

                           None

8. SHARED DISPOSITIVE POWER

                           5,882,219 Shares

                                PAGE 2 OF 6 PAGES



                                       13G

CUSIP No.: 636180101


9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                           5,882,219 Shares

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                           Not applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                           7.209%


12. TYPE OF REPORTING PERSON

                           BK


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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                  SCHEDULE 13G
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                  ------------

Item 1 (a) - Name of Issuer

                           National Fuel Gas Company

Item 1 (b) - Address of Issuer's Principal Executive Officers:

                           10 Lafayette Square
                           Buffalo, NY 14203

Item 2 (a) - Name of Person Filing:

     Vanguard  Fiduciary  Trust Company,  in its capacity as trustee for certain
     employee benefit plan(s).

Item 2 (b) - Address of Principal Business Office or, if none, residence

                           500 Admiral Nelson Blvd.
                           Malvern, PA  19355

Item 2 (c) - Citizenship

     Vanguard  Fiduciary  Trust Company is a trust company  organized  under the
     laws of the Commonwealth of Pennsylvania.

Item 2 (d) - Title of Class of Securities

                           Common Stock

Item 2 (e) - CUSIP Number

                           636180101

Item 3 - Type of Filing:

     If this statement is filed  pursuant to Rule 13d-1(b),  or 13d-2(b) or (c),
     check  whether  the  person  filing is a:

                           (b) X Bank as defined in Section 3(a)(6) of the Act.

                                PAGE 4 OF 6 PAGES



Item 4 - Ownership:

         (a) Amount Beneficially Owned:

                   5,882,219 Shares

         (b) Percent of Class:

                  7.209%

         (c) Number of shares as to which such person has:

     (i)  sole power to vote or to direct the vote: None

     (ii) shared power to vote or to direct the vote: 5,882,219 Shares*

     (iii) sole power to dispose or to direct the disposition of: None

     (iv) shared  power to dispose or to direct the  disposition  of:  5,882,219
          Shares**

     *    Vanguard  Fiduciary  Trust Company is the trustee of certain  employee
          benefit  plans,  which are subject to the Employee  Retirement  Income
          Security  Act of 1974,  as amended  ("ERISA").  Shares of the issuer's
          Common  Stock are held in trust for the  benefit of  employees  in the
          plans.  As of December 31, 2003, the trustee held 5,882,219  shares of
          the  issuer's  Common  Stock on behalf of the plans,  all of which had
          been  allocated to plan  participants.  The plan trustee  votes shares
          allocated to participant  accounts as directed by participants subject
          to Section 404 of ERISA.

     **   Shares of Common Stock are held in the issuer's employee benefit plans
          in various  accounts and were allocated by the source of  contribution
          (employer, the predecessor to the employer or the employee). Shares of
          Common  Stock  held by the  trustee  on  behalf  of the  plans  may be
          disposed of by the plans or the trustee  only in  accordance  with the
          terms of the plans.

Item 5.  Ownership of Five Percent or Less of a Class.

                           Not Applicable

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

     All of the securities are  beneficially  held by Vanguard  Fiduciary  Trust
Company in its fiduciary capacity, as trustee of certain employee benefit plans.
As a result,  participants  in the plans are  entitled to receive  dividends  or
proceeds  from the sale of shares  reported in this  Schedule 13G in  accordance
with the terms of the plans.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.

                           Not Applicable

                                PAGE 5 OF 6 PAGES



Item 8.  Identification and Classification of Members of the Group.

                           Not Applicable

Item 9.  Notice of Dissolution of Group.

                           Not Applicable

Item 10. Certification.

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred to above were  acquired  and are held in the  ordinary
course of  business  and were not  acquired  and are not held for the purpose or
with the effect of  changing  or  influencing  the  control of the issuer of the
securities  and were not  acquired and are not held in  connection  with or as a
participant in any transaction having that purpose or effect.

     Vanguard  Fiduciary  Trust Company  disclaims  beneficial  ownership of all
shares held in trust by the trustee that have been  allocated to the  individual
accounts of participants  in the plans for which  directions have been received,
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.


Signature

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



                           DATE:      JANUARY 29 2004


                                       VANGUARD FIDUCIARY TRUST COMPANY, TRUSTEE



                                       BY:______________________________________
                                    NAME:   Matthew Kogan
                                   TITLE:   Assistant Secretary

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