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                                                                    Exhibit 10.1
                                        Form of Award Notice under National Fuel
                                          Gas Company 1997 Award and Option Plan



                                     [date]
NAME
ADDRESS
CITY, STATE ZIP

Dear SALUTATION:

         I am pleased to inform you that on [date] (the "option grant date") the
Compensation Committee ("Committee") of the Board of Directors of National Fuel
Gas Company ("NFG") granted to you (the "Grantee") NON-QUALIFIED STOCK OPTIONS
("Options"), under the National Fuel Gas Company 1997 Award and Option Plan (the
"Plan"), to purchase __________ shares of Common Stock of NFG, One Dollar
($1.00) par value ("Common Stock") at a purchase price of $______ per share.

         Your new Options are described in the balance of this letter agreement
("Award Notice"). The Plan text and the Committee's Administrative Rules
("Rules") govern the operation of the Plan, as well as the terms and conditions
of your Options granted under the Plan, and are incorporated herein by
reference.

         Your Options may be exercised in whole or in part on or after [date],
the [______-month or ______-year] anniversary of the option grant date, assuming
that you remain employed by NFG and/or its subsidiaries (the "Company") until
the respective date of exercise. However, your Options expire at the end of the
day on [expiration date] and may not be exercised thereafter. In the event your
employment with the Company terminates, then, depending upon the circumstances
of the termination, your Options may become exercisable prior to the date first
set forth in this paragraph, may remain exercisable after your termination date,
or may be terminated prior to the expiration date set forth in this paragraph,
as set forth in the Plan and the Rules. The number of shares under your Options
is subject to adjustment for certain changes in corporate capitalization, as
more fully set forth in the Plan.

Exercise of Options
-------------------

         To exercise your Options to purchase shares of Common Stock, you must
deliver to the Secretary or Assistant Secretary of NFG written notice of
exercise specifying the number of shares to be purchased. Your delivery of the
written notice of exercise creates your binding commitment to pay the full
purchase price for the shares. You may pay the purchase price with cash, with
already-owned shares of Common Stock, with a combination of cash and shares, or
pursuant to broker-assisted "cashless exercise" procedures established by the
Committee.

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Checks should be payable to NFG. Already-owned shares of Common Stock
must be delivered in transferable form and will be valued at their Fair Market
Value (as defined in the Plan) on the date of exercise, and may be subject to
certain holding period or other limitations imposed by the Committee. You may be
required to represent to NFG in writing, at the time of each exercise of these
Options, that the shares of Common Stock being purchased are being acquired for
investment and not with a view to distribution. Also, the Company may impose
restrictions on your purchase of shares of Common Stock pursuant to exercise of
such Options if the Committee should determine that the shares must first be
listed, registered or qualified, or a governmental consent obtained.
Certificates for shares purchased will be delivered to you as soon as
practicable after you exercise your Options.

         At the time of the exercise of your Options, the Company is entitled to
deduct from the shares of Common Stock being acquired upon the exercise of your
Options, or require you to pay to it prior to and as a condition of issuing
shares of Common Stock, the amount of all applicable income and employment taxes
required by law to be withheld with respect to such exercise. Alternatively, you
may pay such taxes respecting Option exercises by delivering to the Company
shares of Common Stock having a Fair Market Value equal to the amount of such
taxes, subject to certain holding period or other limitations imposed by the
Committee.

Authority of Committee
----------------------

         The Committee has the authority, in its sole discretion, to interpret
the Plan and all Options granted thereunder, to establish rules and regulations
relating to the Plan and to make all other determinations it believes necessary
or advisable for the administration of the Plan. The scope of the Committee's
authority is more fully described in the Plan. All determinations and actions of
the Committee are final, conclusive and binding on you.

Miscellaneous
-------------

         Any capitalized term used but not defined in this Award Notice shall
have the same meaning as it is defined in the Plan or in the Committee's rules
and regulations as in effect as of the date hereof.

         You have no right to assign or transfer your Options, except by will,
by the laws of descent and distribution, or as otherwise permitted in the Plan.

         Nothing in this Award Notice or in the Plan gives you any right to
continue in the employment of the Company.

         This Award Notice shall be binding on and inure to the benefit of the
Company (and its successors and assigns) and you (and your heirs, legal
representatives and estate). This Award Notice shall be governed, construed and
enforced in accordance with the Plan and with the laws of the State of New York.

         This Award Notice, together with the Plan and the Rules, constitutes
the entire agreement between the parties with respect to the subject matter
hereof. You hereby acknowledge that you



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have been provided with a copy of the Plan and the Rules, and understand the
terms and conditions of these documents and of this Award Notice. In the event
of any conflict between this Award Notice and the terms of the Plan and the
Rules, the Plan and the Rules will govern and control.

         With respect to unexercised Options, this Award Notice may be
unilaterally amended or modified by the Committee, as permitted by the Plan or
the Rules, to the extent it deems appropriate, but may not be amended or
modified without your consent if such amendment or modification is adverse to
you. Except as otherwise provided in the preceding sentence, this Award Notice
may not be modified, amended, renewed or terminated, nor may any term or
condition, or breach of any term or condition, be waived, except in writing
signed by the person or persons sought to be bound by such modification,
amendment, renewal, termination or waiver. Any waiver of any term or condition
or breach thereof shall not be a waiver of any other term or condition, or of
the same term or condition for the future, or of any subsequent breach.

         Please be aware that it may be inappropriate to exercise your Options
at certain times, as a result of the federal securities laws.

         In the event of the invalidity of any part or provision of this
agreement, such invalidity shall not affect the enforceability of any other part
or provision hereof.

Acceptance
----------

         If the foregoing is acceptable to you, kindly acknowledge your
acceptance by signing both copies of this letter and returning one to Anna Marie
Cellino.

                                             Very truly yours,

                                             NATIONAL FUEL GAS COMPANY


                                             By:_____________________________
                                                       P. C. Ackerman
                                                  Chairman, President and
                                                  Chief Executive Officer

AGREED TO AND ACCEPTED

this ___ day of __________, ____.

---------------------------
                   Grantee