SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

National Fuel Gas Company

Payment of Filing Fee (Check the appropriate box):

      x No fee required.

      o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      (1) Title of each class of securities to which transaction applies:

      (2) Aggregate number of securities to which transaction applies:

      (4) Proposed maximum aggregate value of transaction:

      (5) Total fee paid:

      (1) Amount previously paid:

      (2) Form, schedule or registration statement no.:

      (3) Filing party:

      (4) Date filed:

NATIONAL FUEL GAS COMPANY

Notice of Annual Meeting

and

Proxy Statement

Annual Meeting of Stockholders

to be held on

February 19, 2004

NATIONAL FUEL GAS COMPANY

January 20, 2004

Dear Stockholder:

      We are pleased to invite you to join us at the Annual Meeting of Stockholders of National Fuel Gas Company. The meeting will be held at 10:00 A.M. local time on Thursday, February 19, 2004, at The Grand America Hotel, 555 South Main Street, Salt Lake City, Utah, 84111. The matters on the agenda for the meeting are outlined in the enclosed Notice of Meeting and Proxy Statement.

      So that you may elect Company directors and secure the representation of your interests at the Annual Meeting, we urge you to vote your shares. The preferred method of voting is by telephone as described on the proxy card. This method is both convenient for you and reduces the expense of soliciting proxies for the Company. If you prefer not to vote by telephone, please complete, sign and date your proxy card and mail it in the envelope provided. The Proxies are committed by law to vote your proxy as you designate.

      If you plan to be present at the Annual Meeting, please respond to the question if you vote by telephone, or check the “WILL ATTEND MEETING” box on the proxy card. Whether or not you plan to attend, please vote your shares by telephone or complete, sign, date and promptly return your proxy card so that your vote may be counted. If you do attend and wish to vote in person, you can revoke your proxy by giving written notice to the Secretary of the meeting and/or the Trustee (as described on the first page of this proxy statement), and/or by casting your ballot at the meeting.

      Coffee will be served at 9:30 A.M. and I look forward to meeting you at that time.

      Please review the proxy statement and take advantage of your right to vote.

NATIONAL FUEL GAS COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of National Fuel Gas Company:

      Notice is hereby given that the Annual Meeting of Stockholders of National Fuel Gas Company will be held at 10:00 A.M. local time on Thursday, February 19, 2004, at The Grand America Hotel, 555 South Main Street, Salt Lake City, Utah, 84111. At the meeting, action will be taken with respect to:

and such other business as may properly come before the meeting or any adjournment thereof.

      Stockholders of record at the close of business on December 22, 2003, will be entitled to vote at the meeting.

January 20, 2004

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the meeting, and whatever the number of shares you own, please vote your shares by telephone as described on the proxy/ voting instruction card and reduce National Fuel Gas Company’s expense in soliciting proxies. Alternatively, you may complete, sign, date and promptly return the enclosed proxy/voting instruction card. Please use the accompanying envelope, which requires no postage if mailed in the United States.

NATIONAL FUEL GAS COMPANY

PROXY STATEMENT

       This proxy statement is furnished to the holders of National Fuel Gas Company (“Company”) common stock (“Common Stock”) in connection with the solicitation of proxies on behalf of the Board of Directors of the Company for use at the Annual Meeting of Stockholders to be held on February 19, 2004, or any adjournment thereof. This proxy statement and the accompanying proxy/voting instruction card are first being mailed to stockholders on or about January 20, 2004.

      All costs of soliciting proxies will be borne by the Company. Morrow & Co., Inc., 445 Park Avenue, New York, New York 10022, has been retained to assist in the solicitation of proxies and will be compensated in the estimated amount of $6,500 plus reasonable out-of-pocket expenses. In addition to solicitation by that firm and by mail, a number of regular employees of the Company and its subsidiaries may solicit proxies in person, by telephone or by other methods.

      Only stockholders of record at the close of business on December 22, 2003, will be eligible to vote at this meeting or any adjournment thereof. As of that date, 81,629,542 shares of Common Stock were issued and outstanding.

      Each share of Common Stock entitles the holder thereof to one vote with respect to each matter that is subject to a vote at the meeting. All shares that are represented by effective proxies received by the Company in time to be voted will be voted at the meeting or any adjournment thereof. Where stockholders direct how their votes shall be cast, shares will be voted in accordance with such directions. Proxies submitted with abstentions and broker non-votes will be included in determining whether or not a quorum is present. Abstentions and broker non-votes will not be counted in tabulating the number of votes cast on proposals submitted to stockholders.

      The proxy also confers discretionary authority to vote on all matters that may properly come before the Annual Meeting of Stockholders, or any adjournment thereof, respecting (i) matters of which the Board is not currently aware but that may be presented at the meeting, (ii) any shareholder proposal omitted from this proxy statement pursuant to Rule 14a-8 or 14a-9 of the Securities and Exchange Commission’s proxy rules, and (iii) all matters incidental to the conduct of the meeting.

      Any stockholder giving a proxy may revoke it at any time prior to the voting thereof by mailing a revocation or a subsequent proxy to Anna Marie Cellino at the above address, by filing written revocation at the meeting with Mrs. Cellino, secretary of the meeting, or by casting a ballot.

      If you are a participant in the Company’s Employee Stock Ownership Plan or Tax-Deferred Savings Plans, and the accounts are registered in the same name, the proxy card will also serve as a voting instruction for the Trustee of those Plans. All shares of Company Stock for which the Trustee has not received timely directions shall be voted by the Trustee in the same proportion as the shares of Company Stock for which the Trustee received timely directions, except in the case where to do so would be inconsistent with the provisions of Title I of ERISA. If this card is returned signed but without directions marked for one or more items, regarding the unmarked items you are instructing the Trustee and the Proxies to vote FOR items 1 and 2 and vote AGAINST item 3. Participants in the Plan(s) may also provide those voting instructions by telephone. These instructions may be revoked by written notice to Vanguard Fiduciary Trust Company, Trustee for the Company’s Tax-Deferred Savings Plans and the Employee Stock Ownership Plan, on or before February 16, 2004 at the following address:

Vanguard Fiduciary Trust Company

      Enclosed is a copy of the Company’s Annual Report and Form 10-K for the fiscal year ended September 30, 2003, which includes financial statements.

1. ELECTION OF DIRECTORS

      Two directors are to be elected at this Annual Meeting. The nominees for the two directorships are: Philip C. Ackerman and Bernard S. Lee, Ph.D. Messrs. Ackerman and Lee are currently directors of the Company.

      The Company’s Certificate of Incorporation provides that the Board of Directors shall be divided into three classes, and that these three classes shall be as nearly equal in number as possible. (A class of directors is the group of directors whose terms expire at the same annual meeting of stockholders.)

      Messrs. Ackerman and Lee have been nominated to serve for terms of three years until the 2007 Annual Meeting and until their successors are duly elected and qualified. As a result of these actions, there will be three classes of directors with terms that will expire in 2005, 2006 and 2007, respectively.

      The service of Bernard J. Kennedy as director will end at the 2004 Annual Meeting. It is the policy of the Board that no person be designated or elected for a term as Director that would extend beyond such person’s 72nd birthday, except that a person less than 72 years of age may be designated or elected with the specific understanding that such person will resign from the Board, or not serve beyond the first Annual Meeting following such person’s 72nd birthday. The Board is deeply appreciative of his many valuable contributions to the Company over the years.

      The service of James V. Glynn as director will also end at the 2004 Annual Meeting. He is not a candidate for reelection at his choice, which was reluctantly accepted by the Company. Mr. Glynn has been a director since 1997. The Board is deeply appreciative of his many valuable contributions to the Company over that time.

      It is intended that the Proxies will vote for the election of Messrs. Ackerman and Lee as directors, unless they are otherwise directed by the stockholders. Although the Board of Directors has no reason to believe that any of the nominees will be unavailable for election or service, stockholders’ proxies confer discretionary authority upon the Proxies to vote for the election of another nominee for director in the event any nominee is unable to serve or for good cause will not serve. Messrs. Ackerman and Lee have consented to being named in this proxy statement and to serve if elected.

      The affirmative vote of a plurality of the votes cast by the holders of shares of Common Stock entitled to vote is required to elect each of the nominees for director.

      Pages 3 through 5 contain information concerning the two nominees for director, as well as the five directors of the Company whose current terms will continue after the 2004 Annual Meeting, including information with respect to their principal occupations and certain other positions held by them.

      Last year all directors attended the Annual Meeting of Stockholders, and they are expected to do so this year. A meeting of the Board of Directors will take place on the same day and at the same place as the Annual Meeting of Stockholders this year (and probably future years), and directors are expected to attend all meetings. If a director is unable to attend a Board meeting in person, participation by telephone is permitted, and in that event the director would not attend the Annual Meeting of Stockholders.

2

The Board of Directors Recommends a Vote FOR the Election of

3

4

Director Independence

      The Board of Directors has determined that all of the Directors and nominees who would serve after February 19, 2004 are independent except for P.C. Ackerman, Chairman, Chief Executive Officer and President of the Company. The Board’s determinations of director independence were made in accordance with the Director Independence Guidelines adopted by the Board and included in this proxy statement as Appendix A.

      Non-management directors meet at regularly scheduled executive sessions without management. The sessions are chaired by Robert T. Brady. Communications to the non-management directors as a group, or to the entire Board, should be addressed as follows: Robert T. Brady, Moog, Inc., P.O. Box 18, East Aurora, New York 14052. For the present, all shareholder communications addressed in that manner will go directly to the directors. If the volume of communication becomes such that the Board adopts a process for determining which communications will be relayed to Board members, that process will appear on the Company’s website at www.nationalfuelgas.com.

5

Meetings of the Board of Directors and Standing Committees

      During the Company’s fiscal year ended September 30, 2003 (“fiscal 2003”), there were five meetings of the Board of Directors. In addition, certain directors attended meetings of standing or pro tempore committees. Four standing committees are described below.

      Audit Committee. The Audit Committee held eight meetings during fiscal 2003 in order to review the scope and results of the annual audit, to receive reports of the Company’s independent public accountants and chief internal auditor, and to prepare a report of the committee’s findings and recommendations to the Board of Directors. The committee consists of Messrs. Cash, Glynn, Kidder, Lee and Mazanec. Mr. Mazanec was first appointed to the committee on December 11, 2003, and so was not on the committee during fiscal 2003. The members of the committee are independent as independence for audit committee members is defined in the New York Stock Exchange’s (NYSE) listing standards applicable to the Company. No Audit Committee member simultaneously serves on Audit Committees of more than three public companies. The Board limits Audit Committees on which a Audit Committee member serves to three, unless the Board has determined that such simultaneous service would not impair the ability of such members to serve effectively. The Company’s Board of Directors has determined that the Company has at least one audit committee financial expert (as defined by Securities and Exchange Commission (SEC) regulations) serving on its Audit Committee, in the person of Mr. Mazanec. Mr. Mazanec is an independent director (as defined by SEC regulations). A current copy of the charter of the committee is available to security holders on the Company’s website at www.nationalfuelgas.com.

      Compensation Committee. The Compensation Committee, all of the members of which are non-employee independent directors, held five meetings during fiscal 2003 in order to review and determine the compensation of Company executive officers, to review reports and to award stock options and At Risk Program awards. The committee administers the Company’s 1993 Award and Option Plan, 1997 Award and Option Plan, and Annual At Risk Compensation Incentive Program. The committee consists of Messrs. Brady, Mazanec and Riordan. A current copy of the charter of the committee is available to security holders on the Company’s website at www.nationalfuelgas.com.

      Executive Committee. The Executive Committee held one meeting during fiscal 2003. The committee has and may exercise the authority of the full Board except as prohibited by New Jersey corporate law (N.J.S.A.§14A:6-9). The Executive Committee consists of Messrs. Ackerman, Brady, Mazanec and Riordan.

      Nominating/ Corporate Governance Committee. The Nominating/ Corporate Governance Committee held one meeting during fiscal 2003. The committee will consider nominees recommended by security holders. Recommendations identifying the proposed nominee and setting out his or her qualifications should be delivered to the Secretary at the Company’s principal office no later than October 4, 2004 to be considered for the February 2005 Annual Meeting of Stockholders. The committee makes recommendations to the full Board on nominees for the position of director. The committee also has duties regarding corporate governance matters as required by law, regulation or NYSE rules. The committee consists of Messrs. Brady, Cash and Glynn. A current copy of the charter of the committee is available to security holders on the Company’s website at www.nationalfuelgas.com. All the members of the committee are independent, as independence for nominating committee members is defined in the NYSE listing standards applicable to the Company and in the Company’s Director Independence Guidelines. The committee expects to have a policy with regard to the consideration of any director candidates recommended by security holders in place in time for shareholders to recommend candidates for the 2005 Annual Meeting. The Board believes that it was appropriate to wait to adopt a formal policy in this area until the SEC established final rules which become applicable to the Company in January and February 2004.

      The committee’s charter provides for the committee to develop and recommend to the Board criteria for selecting new director nominees, which shall reflect at a minimum all applicable laws, rules, regulations and listing standards, as well as a potential candidate’s necessary experience, areas of expertise, integrity, degree of commitment and other factors relevant to

6

      The committee’s process for identifying and evaluating nominees for director has not been formalized in a document. The practice has been for the chief executive officer to identify candidates from all sources available to him, and present the candidate to the committee. The committee would then, if it chooses, recommend to the Board that the candidate be nominated. The Board would then, if it chooses, nominate the candidate by a resolution adopted by the Board at a meeting or by unanimous written consent. Without formally documenting its process for evaluating candidates, the committee generally places a high value on distinguished natural gas industry experience and reputation.

      During fiscal 2003, all incumbent directors attended at least 75% of the aggregate of meetings of the Board and of the committees of the Board on which they served.

Charitable Contributions by Company

      Within the preceding year, the Company did not make any contributions to any charitable organization in which a director served as executive officer, which exceeded the greater of $1 million or 2% of the organization’s consolidated gross revenues.

Compensation Committee Interlocks and Insider Participation

      There are no “Compensation Committee interlocks” or “insider participation” which Securities and Exchange Commission (SEC) regulations or NYSE listing standards would require to be disclosed in this proxy statement.

Directors’ Compensation

      The Retainer Policy for Non-Employee Directors (the “Retainer Policy”), which replaced both the Board’s preexisting retainer policy and the Retirement Plan for Non-Employee Directors (the “Directors’ Retirement Plan”), was approved at the 1997 Annual Meeting of Stockholders. Directors who are not Company employees or retired employees do not participate in any of the Company’s employee benefit or compensation plans. Directors who are current employees receive no compensation for serving as directors. Only non-employee directors are covered by the Retainer Policy, under which directors are paid in money plus an amount of common stock adjusted from time to time.

      In fiscal 2003, pursuant to the current Retainer Policy, non-employee directors were each paid an annual retainer of $20,000 and 1,200 shares of Common Stock. Common Stock issued to non-employee directors under the Retainer Policy is nontransferable until the latter of two years from issuance or six months after the recipient’s cessation of service as a director of the Company.

      Non-employee directors were each paid a fee of $1,500 for each Board meeting and $1,200 for each Committee meeting attended (same fee if participating by telephone). Non-employee directors were each paid an additional annual retainer fee of $7,500 if appointed as Chairman of any committee; accordingly, Messrs. Brady, Lee and Mazanec each received an additional annual retainer fee of $7,500 during fiscal 2003. Prior to January 1, 2003, non-employee directors were also each paid $600 for each special consultation as a director that was with or at the request of the Company’s chief executive officer. Prior to January 1, 2003, Mr. Kidder received a payment of $600 for an additional consultation.

      Benefit accruals under the Directors’ Retirement Plan ceased for each current non-employee director on December 31, 1996. All such directors who were eligible vested in their Directors’ Retirement Plan benefits at that time, and will receive their accrued Directors’ Retirement Plan benefits under its terms (normally at age 72). People who first become directors after February 1997 are not eligible to receive benefits under the Directors’ Retirement Plan.

7

AUDIT FEES

      In addition to retaining PricewaterhouseCoopers LLP to report upon the annual consolidated financial statements of the Company for 2003, the Company retained PricewaterhouseCoopers LLP to provide various non-audit services in 2003. The aggregate fees billed for professional services by PricewaterhouseCoopers LLP for each of the last two years were as follows:

      Audit Fees — $491,545 for professional services rendered for the annual audit of the Company’s consolidated financial statements and the quarterly reviews of the financial statements included in the Company’s Forms 10-Q for each of the quarters in fiscal year 2002 and $556,270 for such service in fiscal year 2003.

      Audit-Related Fees — $38,000 for professional services rendered for fiscal year 2002 and $119,229 for fiscal year 2003; associated with: i) comfort letters and consents issued by PricewaterhouseCoopers LLP in connection with public debt offerings; ii) the Company’s implementation of the Sarbanes-Oxley Act of 2002; and iii) other technical accounting consultations.

      Tax Fees — $560,175 for professional services rendered during fiscal year 2002 and $1,173,800 for fiscal year 2003 for professional services rendered for tax compliance, tax advice and tax planning. In fiscal year 2002, tax consulting fees of $520,175 were incurred principally in connection with foreign tax planning. In fiscal year 2003, tax consulting fees of $1,003,800 were incurred principally in connection with the Company’s purchase of the Empire State Pipeline, sale of timber property and sale of Canadian oil properties. Fees for tax compliance services for fiscal years 2002 and 2003 amounted to $40,000 and $170,000 respectively.

      All Other Fees — $437,780 for professional services rendered during fiscal year 2002 and $0 for fiscal year 2003 for products and services associated with: i) review and renewal of the 2002 medical contract between the Company and the medical plan provider; ii) purchase of an integrated management system for Canadian operations; and iii) the calculation of the possible impact of changing the method of accounting for exploration and production activities.

      The Audit Committee’s Reporting Procedures for Accounting and Auditing Matters are included as Appendix C in this proxy statement.

      For fiscal year 2003, 100% of the services described in each of the above were approved by the Audit Committee. Pre-approval was not required for fiscal year 2002.

8

AUDIT COMMITTEE REPORT

      The Company’s Board of Directors has adopted a written charter for the Audit Committee of the Board of Directors. A copy of that charter as amended December 11, 2003, is included as Appendix B to this proxy statement.

      The Audit Committee has reviewed and discussed the Company’s audited financial statements for fiscal 2003 with management. The Audit Committee has discussed with the independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU§380), as modified or supplemented. The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), as modified or supplemented, and has discussed with the independent auditors the independent auditor’s independence. The Audit Committee also has considered whether the independent auditor’s provision of non-audit services to the Company and its affiliates is compatible with the independent auditor’s independence.

      Based on the review, discussions and considerations referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K (17 CFR 249.310) for the last fiscal year for filing with the SEC.

9

SECURITY OWNERSHIP OF CERTAIN

      The following table sets forth for each current director, each nominee for director, each of the executive officers named in the Summary Compensation Table, and for all directors and officers as a group, information concerning beneficial ownership of Common Stock which is the only class of Company stock outstanding. Unless otherwise stated, to the best of the Company’s knowledge, each person has sole voting and investment power with respect to the shares listed, including shares which the individual has the right to acquire by exercising stock options but has not done so.

10

11

      As of September 30, 2003, the Company knows of no one who beneficially owns in excess of 5% of the Company’s common stock except Mr. Kennedy and as set forth in the table below.

12

EXECUTIVE COMPENSATION

Report of the Compensation Committee

      The Compensation Committee (the “Committee”) sets the base salaries and bonuses (if any) of the Company’s executive officers, makes awards and sets goals for certain executive officers under the Annual At Risk Compensation Incentive Program (the “At Risk Program”), and makes awards to executive officers and others under various compensation plans as described below. The Committee consists exclusively of non-employee independent directors, appointed by resolution of the entire Board of Directors. No member of the Committee is permitted to receive any award under any plan administered by the Committee.

      The Committee’s objective is to set executive compensation at levels which (i) are fair and reasonable to the stockholders, (ii) link executive compensation to long-term and short-term interests of the stockholders, and (iii) are sufficient to attract, motivate, and retain outstanding individuals for executive positions. The executive officers’ compensation is linked to the interests of the stockholders by making a significant part of each executive officer’s potential compensation depend on the price of the Company’s Common Stock on the open market, the Company’s earnings per share, and the officer’s own performance. The retention of officers is encouraged by making a substantial portion of the compensation package in the form of awards which either increase in value, or only have value, if the executive officer remains with the Company for specified periods of time.

      The Committee retains an independent compensation consulting firm to assist it in evaluating officer compensation. That firm compares compensation practices to both utility and general industry practices. It also compares the compensation of the top three officers to a survey group of similar energy companies.

      Specific components of executive officers’ compensation earned or paid in fiscal 2003 are discussed below. The Company’s five most highly compensated executive officers are identified on the Summary Compensation Table on page 16, and are sometimes referred to as the “named executive officers.”

      The Committee annually reviews base salaries for the Company’s executive officers and adjusts them on a calendar year basis and as promotions occur. The Committee generally targets a range of the 50th percentile to the 75th percentile of its survey data. The Committee also takes into account an individual’s specific responsibilities, experience and effectiveness in setting base salary.

      The fiscal 2003 base salaries of the named executive officers are shown on the Summary Compensation Table on page 16 in the “Base Salary” column.

      Under the At Risk Program, the Committee makes At Risk Awards which grant for certain named executive officers the opportunity to earn cash payments depending on the achievement of goals set within the first quarter of each fiscal year. Performance goals can be both financial (for example, Company earnings per share or subsidiary earnings) and non-financial (for example, customer service).

      For fiscal 2003 Mr. Ackerman was the only participant in the At Risk Program. At Risk Program goals for Mr. Ackerman, as Chief Executive Officer, were a specified level of Company earnings per share (weighted as 65% of the formula), a Capital Structure goal (weighted as 25% of the formula), and customer service and safety goals (weighted as 10% of the formula). Company diluted earnings per share must reach a pre-determined target to trigger the maximum annual incentive award to Mr. Ackerman.

13

      The Summary Compensation Table on page 16 includes in the “LTIP (Long-Term Incentive Plan) Payouts” column the amounts earned by Mr. Ackerman in fiscal 2003 under the At Risk Program. The At Risk Award is considered by the SEC to be a “long-term” incentive because payment is based on the rolling average of performance during the two fiscal years most recently completed. The range of potential At Risk Program awards for fiscal 2003 for Mr. Ackerman is set out in the Long-Term Incentive Plan Table on page 18. The Committee also awarded a bonus to Mr. Ackerman for his performance in 2003 related to corporate acquisitions and sales.

      In furtherance of the Committee’s goal of emphasizing incentive-based compensation for the Company’s other executive officers, most of the executive officers, including Messrs. Beck, Seeley, Smith and Pawlowski were paid amounts as bonuses in December 2003 (for performance in fiscal 2003). In December 2003, the Compensation Committee reviewed with Mr. Ackerman the performance of Messrs. Beck, Seeley and Smith based on corporate performance, the performance of their respective subsidiaries and their effectiveness in performing their respective responsibilities. The Committee then determined a bonus for each of these executives in consultation with Mr. Ackerman. Mr. Ackerman made recommendations for fiscal 2003 bonuses for the other officers, including Mr. Pawlowski, which were accepted by the Committee. The Summary Compensation Table on page 16 includes in the “Bonus” column the amount earned by the named executive officers in fiscal 2003 as bonuses. These awards are considered by the SEC to be bonuses because they are based on performance during a single fiscal year.

      Stock options and restricted stock represent the longer-term incentive and retention component of the executive compensation package. In fiscal 2003, the Committee awarded stock options to 51 employees. Such awards are intended to focus attention on managing the Company from a long-term investor’s perspective, and to encourage officers and other managers to have a significant, personal investment in the Company through stock ownership. Officers and employees are encouraged to retain their stock for long-term investment. Awards are made under plans such as the 1997 Award and Option Plan which allow the Committee broad flexibility to use a wide range of stock-based performance awards.

      The Committee awards stock options to buy Company Common Stock, which have value only to the extent the market price of the Company’s Common Stock increases after the date of an award. The Committee also from time to time awards restricted stock, which increases or decreases in value to the same extent as the Company’s Common Stock. Dividends are paid on restricted stock and on the shares held for employees (including executive officers) in various employee benefit plans, so executive officers benefit directly from dividends paid on the Company’s Common Stock.

      In 2002 the Committee reviewed and revised its past practice of annual option awards. It determined that it would not continue to make annual awards of stock options to officers. In 2002 the Committee granted options to officers which are intended to be a multi-year incentive. Option awards were made to each named executive officer to buy stock in the future at the market price on the award date. These options vest over a three-year period and none can be exercised for at least one year after the award date. All of them expire no later than 10 years after the award date. Consequently, in 2003 the Committee granted no options to officers. Going forward, the Committee may decide to award options in individual cases or where participants are promoted to new positions.

      The bases for Mr. Ackerman’s fiscal 2003 base salary, At Risk Program award and bonus including the Committee’s goals and methodology, are discussed earlier in this report under the headings Base Salary and Annual At Risk Incentive and Bonus. Mr. Ackerman received no other longer-term incentive awards in fiscal 2003.

      Based on a survey conducted by the independent compensation consulting firm in 2003, total direct compensation earned by Mr. Ackerman was at the 45th percentile of the compensation

14

      The Committee intends that, whenever reasonably possible, compensation paid to its managers, including its executive officers, should be deductible for federal income tax purposes. Compensation paid under the At Risk Program qualifies as performance-based compensation under Section 162(m) of the Internal Revenue Code. The Committee may vote to award compensation, especially to a chief executive officer, that is not fully deductible, if the Committee determines that such award is consistent with its philosophy and is in the best interests of the Company and its stockholders.

15

Executive Compensation Summary Table

      The following table sets forth information with respect to compensation paid by the Company and its subsidiaries for services rendered during the last three fiscal years to the Chief Executive Officer and each of the four other most highly compensated executive officers for the fiscal year ended September 30, 2003 (the “named executive officers”).

SUMMARY COMPENSATION TABLE

[Additional columns below]

[Continued from above table, first column(s) repeated]

As of September 30, 2003, the aggregate number of unvested shares of restricted stock held by each named executive officer and the aggregate fair market value of such shares using a closing market price of September 30, 2003 of $22.85 are as follows: for Mr. Ackerman, 101,328 shares ($2,315,345); Mr. Smith, 3,000 shares ($68,550); Mr. Seeley, 3,000 shares ($68,550); Mr. Beck, 18,000 shares ($411,300); and Mr. Pawlowski, 0 shares. Dividends are paid on all shares of restricted stock.

Mr. Ackerman was awarded 100,000 shares of restricted stock on March 14, 2002 as a long term incentive. Vesting restrictions lapse in equal amounts (one-quarter of the awarded shares) on each of the following dates: March 14, 2004, March 14, 2005, March 14, 2006 and March 14, 2007. Should Mr. Ackerman’s employment with the Company and its subsidiaries terminate for any reason (except death) prior to the expiration of any vesting restrictions, the unvested restricted stock shall be forfeited by Mr. Ackerman. In the event of Mr. Ackerman’s death, all restrictions shall lapse on the date of death.

He was also awarded 1,328 shares of restricted stock on December 9, 1999 for performance in fiscal 1999. Vesting restrictions lapse on the first January 15th which occurs after the year in which Mr. Ackerman retires as an officer of the Company. These shares do not vest if both his employment and directorship with the Company and its subsidiaries terminate for any reason prior to the expiration of vesting restrictions, unless such termination is on account of death, disability or retirement.

16

Stock Option Grant Table

      No options to purchase shares of Common Stock were awarded during fiscal 2003 to the named executive officers.

Stock Option Exercises and Fiscal Year-End Value Table

      The following table sets forth as to each named executive officer information with respect to stock option and SAR exercises during fiscal 2003 and the number and value of unexercised options and SARs at September 30, 2003.

AGGREGATED OPTION/ SAR EXERCISES IN FISCAL 2003

17

Long-Term Incentive Plan Award Table

      The following table sets forth information with respect to long-term incentive plan awards made during fiscal 2003 to the named executive officer pursuant to the At Risk Program.

LONG-TERM INCENTIVE PLAN — AWARDS IN FISCAL 2003

Report on Repricing of Options/ SARs

      The Company did not reprice any stock options or SARs in fiscal 2003. Under the 1997 Award and Option Plan, options and SARs cannot be repriced after they have been granted.

18

Corporate Performance Graph

      The following graph compares the yearly cumulative stockholder return on the Company’s Common Stock against the cumulative total return of the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), the AMEX Natural Gas Index, and the S&P Midcap Multiutility Index for a period of five years commencing September 30, 1998, and ended September 30, 2003.

      The AMEX Natural Gas Index comprises the cumulative total returns of 15 publicly traded companies (including the Company) engaged in one or more of the following activities: distribution, transmission, exploration and/or production of natural gas. This index was shown on the Corporate Performance Graph in the Company’s proxy statement last year. A majority of the companies included in this index are essentially oil and gas producers such as Apache Corp., which alone showed a 208.78% cumulative total return in this period.

      The S&P Midcap Multiutility Index comprises the cumulative total returns of 11 diversified energy companies, including the Company. The Company believes this is index provides a fair comparison with companies like the Company.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS¹

FISCAL YEARS 1998-2003

Comparison Chart

      ¹ Assumes $100 invested on September 30, 1998, and reinvestment of dividends.

Source: Bloomberg       

Employment Contracts and Termination of Employment and Change-in-Control Agreements

      Messrs. Ackerman, Beck, Smith, Seeley and Pawlowski entered into Employment Continuation and Noncompetition Agreements with the Company dated December 11, 1998 that are to become effective in the event of a defined change of control of the Company. They preserve as a minimum, for the three years following such change of control, the annual salary levels and employee benefits as are then in effect for these executives and provide that, in the event of certain terminations of employment, these executives shall receive severance payments up to 1.99 times their respective annual base salaries and annual bonuses prior to termination. Unless an executive elects not to be bound by the Noncompetition part of the agreement, an additional payment of 1.00 times salary and annual bonus prior to termination will be made at the same

19

      Mr. Pawlowski and Mr. Smith have also entered into retirement agreements with the Company. Mr. Pawlowski’s Retirement Supplement Agreement, entered into on January 11, 2002, provides that Mr. Pawlowski’s total retirement benefit will be calculated giving him credit for up to five years of service to a previous employer, which was determined by the Board to be valuable to the Company. These additional years of service will be taken into account only for purposes of calculating Mr. Pawlowski’s total retirement benefit and not for purposes of determining the specific accrued benefit under the Retirement Plan or the Executive Retirement Plan. The Company entered into a Retirement Benefit Agreement with Mr. Smith on September 22, 2003. The agreement is intended to provide Mr. Smith with certain retirement benefits in the event of an actual or constructive termination without cause before March 1, 2011. In such a case, Mr. Smith would receive a retirement benefit based on the percentage of retirement benefits he would receive at March 1, 2011. However, Mr. Smith’s actual earnings and actual years of service at termination would be used in the calculation of his benefit based on the formulas in the Retirement Plan and the Executive Retirement Plan.

      Also, in the event of a defined change in control, these executives shall receive the above-market rate interest on certain deferrals under the Deferred Compensation Plan, which otherwise could have been forfeited. At September 30, 2003, the above-market rate interest account balance for each of the named executive officers were as follows: $173,973 for Mr. Ackerman, $54,394 for Mr. Smith, $0 for Mr. Beck, $80,542 for Mr. Seeley, and $170,870 for Mr. Pawlowski.

Retirement Benefits

      The following table shows annual 50% joint and survivor life annuity total benefits payable under the Retirement Plan plus the Executive Retirement Plan to eligible officers retiring at the normal retirement age of 65 with a spouse of the same age. Forms of benefit payment other than the 50% joint and survivor life annuity, or retirement at an age earlier than 65, would result in different annual benefits to eligible officers.

PENSION PLAN TABLE

20

2.  APPOINTMENT OF INDEPENDENT ACCOUNTANTS

      At the 2004 Annual Meeting, stockholders will be asked to approve the appointment of PricewaterhouseCoopers LLP, independent accountants for the Company’s fiscal year ending September 30, 2004 (“fiscal 2004”). If appointed by the Audit Committee, PricewaterhouseCoopers LLP will examine the financial statements of the Company and its subsidiaries and report upon the annual consolidated financial statements for fiscal 2004.

      Representatives of that firm will not be attending this year’s annual meeting. Therefore, no representative will be available to answer questions or make a statement.

      The affirmative vote of a majority of the votes cast with respect to the appointment of independent accountants by the holders of shares of Common Stock entitled to vote is required for the appointment of PricewaterhouseCoopers LLP as independent accountants.

      If the necessary votes are not received, or if PricewaterhouseCoopers LLP declines to accept or otherwise becomes incapable of accepting or exercising the appointment, or its services are otherwise discontinued, the Board of Directors will appoint other independent accountants. Unless they are otherwise directed by the stockholders, the Proxies intend to vote for the appointment of PricewaterhouseCoopers LLP as independent accountants.

The Board of Directors Recommends a Vote FOR this Appointment.

3.  SHAREHOLDER PROPOSAL

      A shareholder (the “Proponent”) has indicated that he or she will present the proposal set forth below for consideration by the shareholders at the Annual Meeting. The name, address and stock ownership of the Proponent will be provided by the Company’s Secretary to any shareholder promptly upon receipt of any oral or written request. The affirmative vote of a majority of the votes cast on this proposal by the holders of Common Stock entitled to vote is required to adopt this proposal.

      “The stockholders recommend that the Board limit all Company executive compensation plans (“Plans”) so that additional potential share dilution attributable to awards to executive officers does not exceed 1% of outstanding shares per year. Consequently, if there were 81,000,000 shares outstanding (approximately the current number), no more than 810,000 stock options, shares of restricted stock and similar securities could be awarded under the Plans to executive officers.

      A 1% limit would still allow the Company to award securities worth more than $18,000,000 to executive officers. The Company has fewer than 15 executive officers.

      Company common stock is now (August 29, 2003) at 1999 levels. Executives responsible for mediocre performance should not enjoy compensation bonanzas. Yet executive compensation at the Company has exploded. The Company increased the annual total compensation package of Bernard Kennedy, who recently retired as Company CEO and Chairman of the Board, from $2,165,306 (fiscal 1996) to $8,787,501 (fiscal 2001). This is a 306% increase over a mere 5 years.

      The successor CEO, P. Ackerman, in fiscal 2002, received compensation (including restricted stock) that the company valued at $4.9 million.

      Further, during fiscal years 1999 — 2002, the Company awarded stock options and stock appreciation rights (SAR’s) and restricted stock that it valued at approximately $42,000,000.

      Moreover, just for fiscal 2002, the Company awarded stock options, SARs and restricted stock respecting approximately 3% of Company common stock. This increased greatly from approximately 1.3% in fiscal 1996. The 7 year total (approximately 17%) represents an enormous potential dilution of Company common stock.

      This large overhang will harm stockholders for years.

21

      Commentators have criticized stock options for their costs and dilutive effect because they mortgage future earnings and depress stock prices, etc. See Fortune, June 25, 2001, “CEO Pay Heist”, and Business Week, July 15, 2002, “An Overdose of Options”.

      The Company filed a Form 8-K with the SEC in 2001, which further shows that the directors cannot be trusted to control costs. This filing shows that Kennedy will also receive an annual pension of approximately $2,347,000, the right to convert part of that to a $23,000,000 lump sum payment in early 2004, consulting pay totaling $625,000, and even continuing medical, health and dental benefits for his daughter Maureen.

      Even worse, this largesse was disclosed just after the New York Public Service Commission issued an order stating: “it appears the company may have violated certain provisions of the Public Service Law . . . and that these violations directly contributed to the death of this customer” (a woman wrongly denied gas service, who died from hypothermia). The Commission seeks approximately $19,000,000 in penalties.

      In short, the Board has behaved irresponsibly. Won’t anything cause it to shut off the spigot?

      Therefore, stockholders should limit the Plans as recommended, and save themselves millions of dollars.”

Statement of the Board in Opposition to the Shareholder Proposal

      Your Board of Directors recommends that you vote “AGAINST” this proposal. The proposal is unnecessary, unwise, and is motivated by the personal grievances of the Proponent, who is the life companion of a disgruntled ex-employee who has repeatedly submitted a similar proposal. This proposal is part of that ex-employee’s long-running vendetta against the Company and certain officers, in violation of numerous court orders, for which various judges have found him guilty of a total of more than 80 counts of civil contempt of court and 35 counts of criminal contempt. Nevertheless, the rules of SEC require us to include this proposal and supporting statement as received by us.

      All of the equity-based awards about which the Proponent complains were authorized by Company shareholders at various annual meetings over the years. There are currently 123 individuals who hold stock options issued under the Company’s compensation plans. The Proponent would limit the issuance of awards to executive officers under those plans each year to about 808,000 shares (after adjustment for the September 2001 two-for-one stock split).

      Under the Company’s currently effective plans, there remain 807,351 shares (post-split) available on December 19, 2003, to be issued as stock options, restricted stock or other awards. Awards may be made under the current plans until December 12, 2006. Obviously, the proposed limit of 808,000 awards per fiscal year would have little or no effect on the timetable for issuing the remaining shares available under the current plans. The shareholders’ approval of this proposal would not “save themselves millions of dollars,” as the Proponent misleadingly claims.

      The number of shares authorized by the current plans could be increased by vote of the Company’s shareholders, but there is no such proposal on the agenda at the upcoming Annual Meeting. Company shareholders will have the opportunity, as they have had for all previous option plans, to vote on the adoption of any future compensation plan that would authorize additional stock options for Company executives and employees.

      In the spirit of full disclosure, note that additional shares also become available under the current plans from time to time by the operation of certain non-dilutive provisions of those plans. From fiscal 1999 through fiscal 2003, an average of 110,905 (post-split) shares per year were added back to these plans as a result of cancelled shares or forfeited awards. Shares are added back into these plans when awards are forfeited voluntarily or involuntarily (for example, some unexercised stock options were forfeited when a Company subsidiary fired the Proponent’s life companion in 1999). However, it is not possible under the plans for anybody to voluntarily forfeit options in return for lower-priced (more valuable) options, because that would amount to a prohibited “repricing.” Shares are also added back to the plans when

22

      Moreover, the Proponent’s claim that the New York Public Service Commission is seeking $19,000,000 in penalties from the Company’s utility subsidiary is inaccurate. The Commission has opened a case for the purpose of investigating whether alleged violations of utility regulations contributed to a customer’s death, and has stated that once the investigation is completed, the Commission will then decide whether to pursue a civil remedy (which could include penalties) in State Supreme Court. The Company has made a comprehensive filing with the Commission showing, among other things, that the Company did not violate the law or regulations; that it played no role in the woman’s death, and that she did not die from hypothermia. This administrative proceeding is discussed in more detail in the Company’s Forms 10-Q and 10-K.

      The Proponent also complains about the Company’s stock price. The Company is not satisfied with the current market performance of its stock, even though the Corporate Performance Graph on page 19 demonstrates that Company stock did outperform the S&P 500 Index over the most recent five-year period. The Company does not promise that its stock will always outperform the S&P 500 or any other index, and can not unequivocally promise to continue its long and proud streak of continually increasing annual cash dividends and its 101 uninterrupted years of dividend payments. The Company does promise our best honest efforts in generating earnings and dividends for our shareholders, and in designing compensation programs that align our officers’ and employees’ personal economic interests with the economic interests of our shareholders.

Your Board of Directors recommends a vote “AGAINST” this proposal.

COMPLIANCE WITH SECTION 16(a)

      Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE. Directors, officers and greater-than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of information furnished to the Company, reports filed through the Company and/or written representations that no Form 5 were required, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors and greater-than 10% beneficial owners were compiled with during fiscal 2003, except as described in the following paragraph.

      On September 3, 2003, Senior Vice President of Distribution Corporation James Ramsdell instructed Vanguard Fiduciary Trust Company, trustee for the Company’s 401(k) plans, to reallocate some of his 401(k) plan account investments in a way that should have been promptly reported under Section 16(a). Specifically, 1,056 shares of Company stock in Mr. Ramsdell’s 401(k) account (less than 3% of his total holdings of Company stock) were exchanged for another investment within the 401(k) plan, valued at that day’s market price of $23.66 per share. Mr. Ramsdell did not realize that this exchange was a reportable transaction, and Vanguard failed to follow its standing instructions to report immediately to specified Company personnel any 401(k) plan Company stock transactions by specified Company officers (including Mr. Ramsdell). Vanguard finally reported this transaction to the Company on October 14, 2003, and Mr. Ramsdell’s Form 4 was filed the next day, 28 business days late. The Company has reinforced the message to Vanguard and the Company’s officers that exchanges of Company stock within the 401(k) plan trigger reporting requirements, and must therefore be promptly reported to the appropriate Company people.

23

CODE OF ETHICS

      Pursuant to SEC Regulations, the Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal accounting officer, controller, other officers and employees designed to deter wrongdoing and to promote honest and ethical conduct. The text of the code of ethics can be viewed by going to the Company’s website www.nationalfuelgas.com. Upon request, the Company will provide to any person without charge a copy of the code of ethics. Requests must be made to the Secretary at the principal offices of the Company.

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

      Only one copy of the Company’s Proxy Statement for the 2004 Annual Meeting of Stockholders and one copy of the Annual Report to Stockholders for the 2003 fiscal year are being delivered to multiple stockholders who share an address unless the Company has received contrary instructions from one or more of the stockholders. A separate proxy card and a separate notice of the meeting of stockholders is being included for each account at the shared address.

      Registered stockholders who share an address and would like to receive a separate annual report to stockholders and/or a separate proxy statement for the 2004 Annual Meeting or in the future, or have questions regarding the householding process, may contact the Company’s transfer agent Computershare Investor Services, LLC, by calling 1-800-648-8166, or by forwarding a written request addressed to Computershare Investor Services, LLC, 2 North LaSalle Street, Mezz. Level, Chicago, IL 60602. Promptly upon request, additional copies of the Annual Report to Stockholders for the 2003 fiscal year and/or a separate Proxy Statement for the 2004 Annual Meeting will be sent. By contacting Computershare, registered stockholders sharing an address can also request delivery of a single copy of annual reports to stockholders or proxy statements in the future if registered stockholders at the shared address are receiving multiple copies.

      Many brokerage firms and other holders of record have also instituted householding. If your family has one or more “street name” accounts under which you beneficially own shares of Common Stock, you may have received householding information from your broker, financial institution or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of the Proxy Statement or our Annual Report to Stockholders for fiscal 2003 or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding. These options are available to you at any time.

OTHER BUSINESS

      The Board of Directors does not know of any business that will be presented for consideration at the meeting except as set forth above. However, if any other business is properly brought before the meeting, or any adjournment thereof, the Proxies will vote in regard thereto according to their discretion.

PROPOSALS OF SECURITY HOLDERS

      Proposals that security holders intend to present at the 2005 Annual Meeting of Stockholders must be received by the Secretary at the principal offices of the Company no later than September 22, 2004, in order to be considered for inclusion in the Company’s proxy statement and proxy for that meeting. Notice of a shareholder proposal submitted outside the processes of SEC Rule 14a-8 under the Securities Exchange Act, for consideration at the 2005 Annual Meeting of Stockholders, shall be considered untimely unless received by the Secretary at the Company’s principal office no later than October 4, 2004.

24

APPENDIX A

NATIONAL FUEL GAS COMPANY

      The following Director Independence Guidelines (the “Guidelines”) have been adopted by the Board of Directors (the “Board”) of National Fuel Gas Company (“National Fuel”) to assist the Board in the exercise of its responsibilities to National Fuel and its shareholders. The Guidelines should be interpreted in the context of all applicable laws and National Fuel’s other corporate governance documents, and are intended to serve as a flexible framework within which the Board may conduct its business. The Guidelines are subject to modification from time to time, and the Board shall be able, in the exercise of its discretion, to deviate from the Guidelines from time to time, as the Board may deem appropriate and as required or permitted by applicable laws and regulations.

      1. Effectiveness. The Guidelines will become effective on January 1, 2004.

      2. Implementation. The Board will annually review the independence of all directors, affirmatively make a determination as to the independence of each director and disclose those determinations, in each case, consistent with the requirements of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (“SEC”), as applicable.

      3. Independence of at Least a Majority of the Board. The Board will at all times have at least a majority of directors who meet the criteria for independence required by the NYSE and the SEC.

      4. Absence of a Material Relationship. In order for a director to be considered “independent,” the Board must affirmatively determine, after consideration of all relevant facts and circumstances, that the director has no direct or indirect material relationship with National Fuel or any subsidiary in a consolidated group with National Fuel (together, the “Company”). When assessing the materiality of a director’s relationship with the Company, the Board will consider the issue not merely from the standpoint of the director, but also from that of persons or entities with which the director has an affiliation.

      5. Cooling-Off Period. A director will not be considered independent if, within the preceding three years:

A-1

      6. Categorical Standards. Provided that the independence criteria set forth in Paragraph 5 above are met, the Board has determined that the following commercial or charitable relationships will not be considered material relationships for purposes of determining whether a director is independent:

      For purposes of the Guidelines:

      For purposes of the Categorical Standards:

      7. Relationships and Transactions Not Covered by the Categorical Standards. Any determination by the Board that a director who has a business or other relationship that is not covered by the Categorical Standards set forth in Paragraph 6 above is independent, will be disclosed by National Fuel in its annual proxy statement, together with the basis for such determination.

      8. Affirmative Obligation of Directors. Each director has an affirmative obligation to inform the Board of any material change in his or her business or other relationships that may impact the Board’s determination with regard to his or her independence.

A-2

      9. Disclosure by the Company. The Board will cause National Fuel to disclose the following in its annual proxy statement:

A-3

APPENDIX B

NATIONAL FUEL GAS COMPANY

BOARD OF DIRECTORS

AUDIT COMMITTEE CHARTER

I.  Organization

The Audit Committee (“Committee”) is a committee of the Board of Directors (“Board”) of National Fuel Gas Company (“Company”). Its primary function is to assist the Board in fulfilling its oversight responsibilities.

II.  Membership of the Committee

III.  Committee’s Purpose

The Committee shall provide assistance to the Board in fulfilling its oversight responsibility to the shareholders, potential shareholders, and investment community relating to the integrity of the Company’s financial statements, the independent auditors’ qualifications and independence, the Company’s compliance with legal and regulatory requirements, and the performance of the Company’s internal audit function and independent auditors. The Committee shall also prepare an audit committee report required by the Commission’s proxy rules to be included in the Company’s annual proxy statement.

IV.  Committee’s Authority and Responsibilities

The Committee shall perform all duties required by the Listing Standards, the Act and any other applicable laws and regulations. The following shall be the principal recurring processes of the Committee in carrying out its oversight responsibilities.

B-1

B-2

B-3

V.  Annual Performance Evaluation

Conduct and present to the Board an annual performance evaluation of the Committee.

B-4

APPENDIX C

NATIONAL FUEL GAS COMPANY

I.    Purpose

National Fuel Gas Company (“Company”) has a longstanding commitment to comply with federal and state securities laws and regulations, accounting standards, accounting controls and audit practices. In furtherance of this commitment, the Audit Committee of the Company’s Board of Directors has established these Reporting Procedures for Accounting and Auditing Matters (“Procedures”), which provide for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding accounting or auditing matters.

II.   Scope

These Procedures apply to all employees of all divisions and subsidiaries of the Company.

III.  Procedures

       A. Making a Report of Accounting and Auditing Matters

       B. Treatment of Reports

C-1

       C.  Retention of Reports and Investigation Documents

IV.  Administration of Procedures

The Audit Committee is the issuer and owner of these Procedures. These Procedures shall be subject to periodic review and revision by the Audit Committee as necessary or appropriate. The Audit Committee, in consultation with the Company’s Chief Auditor, shall have the authority to make any interpretations regarding the operation of these Procedures.

C-2

Annual Meeting Proxy Card

The Board of Directors recommends a vote FOR the listed nominees.

1. Election of the following nominees as Directors: For three-year terms which expire in 2007.

B Issues

The Board of Directors recommends a vote FOR Item 2 and AGAINST Item 3.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 AND 2 AND “AGAINST” ITEM 3.

WE ENCOURAGE YOU TO VOTE BY TELEPHONE TOLL FREE. PLEASE READ THE INSTRUCTIONS ON THE REVERSE SIDE.

C Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed.

NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.

Proxy/Voting Instruction Card Solicited by the Board of Directors for Use at the
Annual Meeting of Stockholders, February 19, 2004
PLACE: The Grand America Hotel, 555 South Main Street, Salt Lake City, Utah 84111

The undersigned on the reverse side of this card hereby appoints P. C. Ackerman and A. M. Cellino, or either of them, Proxies with full power of substitution and revocation in each, to vote all the shares of Common Stock held of record by the undersigned on December 22, 2003 at the Annual Meeting of Stockholders of National Fuel Gas Company or at any adjournment of the meeting, on each of the items on the reverse side and in accordance with the directions given there, and, in their discretion, on all other matters that may properly come before the Annual Meeting or any adjournment thereof, respecting (i) matters of which the Board is not currently aware, but that may be presented at the meeting, (ii) any shareholder proposal omitted from the enclosed proxy statement pursuant to Rule 14a-8 or 14a-9 of the Securities and Exchange Commission’s proxy rules, and (iii) all matters incident to the conduct of the meeting. This proxy may be revoked with the Secretary of the meeting as described on the first page of the enclosed Proxy Statement.

Employee Benefit Plans. This card also provides voting instructions for shares held in the National Fuel Gas Company Employee Stock Ownership Plan and the National Fuel Gas Company Tax-Deferred Savings Plans. If you are a participant in any of these plans and have shares of the Common Stock of the Company allocated to your account under these plans, please read the following authorization to the Trustee of those plans as to the voting of such shares.

Trustee’s Authorization. The undersigned on the reverse side of this card authorizes and instructs Vanguard Fiduciary Trust Company as Trustee of the National Fuel Gas Company Tax-Deferred Savings Plans and the National Fuel Gas Company Employee Stock Ownership Plan to vote all shares of the Common Stock of the Company allocated to the undersigned’s account under such plan(s) (as shown on the reverse side) at the Annual Meeting, or at any adjournment thereof, in accordance with the instructions on the reverse side. All shares of Company stock for which the Trustee has not received timely directions shall be voted or exercised by the Trustee in the same proportion as the shares of Company Stock for which the Trustee received timely directions. You may revoke your instructions by notice to the Trustee as described on the first page of the enclosed Proxy Statement.

This proxy, when properly executed, will be voted as directed by the stockholder. See above and below for important provisions and additional instructions.

Incomplete Directions and Instructions. If this card is returned signed but without directions marked for one or more items, regarding the unmarked items, you are instructing the Trustee(s) and granting the Proxies discretion to vote FOR Items 1 and 2 and AGAINST Item 3.

THIS PROXY/VOTING INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE. PLEASE VOTE BY TELEPHONE, OR SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.

Telephone Voting And Mail Instructions
You can vote by telephone or by mail! Available 24 Hours a day 7 days a week!
You may choose one of the two voting methods outlined below to vote your proxy. Have this proxy card in hand when you call.

If you vote by telephone, please DO NOT mail back this proxy card.
Proxies submitted by telephone must be received by 1:00 A.M., Central Time, on February 19, 2004.
THANK YOU FOR VOTING

     0062DE