UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

NATIONAL FUEL GAS COMPANY

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Steven B. Klinsky
New Mountain Vantage, L.P.
787 Seventh Avenue, 49^th Floor
New York, NY 10019
(212) 720-0300

Copies to:

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

*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 disclosures provided in a prior cover page.

The information required on 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).

 

 

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     This Amendment No. 6, filed by New Mountain Vantage GP, L.L.C., a Delaware limited liability company (“Vantage GP”), New Mountain Vantage, L.P., a Delaware limited partnership (“NMV”), New Mountain Vantage (California), L.P., a Delaware limited partnership (“NMVC”), New Mountain Vantage (Texas), L.P., a Delaware limited partnership (“NMVT”), New Mountain Vantage Advisers, L.L.C., a Delaware limited liability company (“NMV Advisers”), New Mountain Vantage (Cayman) Ltd., a Cayman Islands exempt limited company (“NMV Offshore”), New Mountain Vantage HoldCo Ltd., a Cayman Islands exempt limited company (“NMV Offshore HoldCo”), Mr. Steven B. Klinsky (collectively, the “NMV Entities”), NMV Special Holdings, LLC, a Delaware limited liability company (“NMVSH”), and the California Public Employees’ Retirement System, a unit of the California State and Consumer Services Agency charged with oversight of the Public Employees’ Retirement Fund (“CalPERS”), (NMV Entities, NMVSH and CalPERS, collectively, the “Reporting Persons”), amends and supplements the Schedule 13D (the “Schedule 13D”) filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on October 30, 2006, as amended, relating to the common stock, par value $1 per share (“Common Stock”), of National Fuel Gas Company, a New Jersey corporation (the “Issuer”). NMV, NMVC, NMVT, NMV Offshore HoldCo, NMVSH and CalPERS are referred to together as the “Purchasers.”¹

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended and restated in its entirety as follows:

     The aggregate purchase price of the 8,078,606 shares of Common Stock owned by the Purchasers is $290,321,584.20, including brokerage commissions. The shares of Common Stock owned by the Purchasers were acquired with working capital.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended by adding the following paragraph to the end thereof:

     On November 6, 2007, NMV, NMVC, NMVT and NMV Offshore HoldCo filed a presentation with the SEC as proxy soliciting material, which they began using on such date as the basis for discussion with certain stockholders, a copy of which is attached as Exhibit 99.6.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated in its entirety as follows:

     (a). The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 83,549,949 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of July 31, 2007 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, as filed with the Securities and Exchange Commission on August 3, 2007.

     As of the close of business on November 2, 2007, as described below, the Reporting Persons may be deemed to beneficially own an aggregate of 8,078,606 shares of Common Stock

representing, in the aggregate, approximately 9.7% of the issued and outstanding shares of Common Stock.

     As of the close of business on November 2, 2007, Mr. Klinsky may be deemed to beneficially own an aggregate of 7,505,100 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVT, NMV Offshore and NMVSH representing, in the aggregate, approximately 9.0% of the issued and outstanding shares of Common Stock. Mr. Klinsky disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVT, NMV Offshore and NMVSH, to the extent that partnership interests or limited liability company interests in NMV, NMVC, NMVT, NMV Offshore and NMVSH are held by persons other than Mr. Klinsky.

     As of the close of business on November 2, 2007, NMV Advisers may be deemed to beneficially own an aggregate of 4,828,100 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVT and NMV Offshore representing, in the aggregate, approximately 5.8% of the issued and outstanding shares of Common Stock. NMV Advisers disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVT and NMV Offshore, to the extent that partnership interests in NMV, NMVC, NMVT and NMV Offshore are held by persons other than NMV Advisers.

     As of the close of business on November 2, 2007, Vantage GP may be deemed to beneficially own an aggregate of 5,310,700 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVT and NMVSH representing, in the aggregate, approximately 6.4% of the issued and outstanding shares of Common Stock. Vantage GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVT and NMVSH to the extent that partnership interests or limited liability company interests in NMV, NMVC, NMVT and NMVSH are held by persons other than Vantage GP.

     As of the close of business on November 2, 2007, NMV Offshore may be deemed to beneficially own an aggregate of 2,194,400 shares of Common Stock that may be deemed to be beneficially owned by NMV Offshore HoldCo, representing approximately 2.6% of the issued and outstanding shares of Common Stock.

     As of the close of business on November 2, 2007, (i) NMV may be deemed to beneficially own an aggregate of 904,800 shares of Common Stock, representing approximately 1.1% of the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to beneficially own an aggregate of 909,100 shares of Common Stock, representing approximately 1.1% of the issued and outstanding shares of Common Stock, (iii) NMVT may be deemed to beneficially own an aggregate of 819,800 shares of Common Stock, representing approximately 1.0% of the issued and outstanding shares of Common Stock and (iv) NMV Offshore HoldCo may be deemed to beneficially own an aggregate of 2,194,400 shares of Common Stock, representing approximately 2.6% of the issued and outstanding shares of Common Stock.

     As of the close of business on November 2, 2007, NMVSH may be deemed to beneficially own an aggregate of 2,677,000 shares of Common Stock, representing approximately 3.2% of the issued and outstanding shares of Common Stock.

     As of the close of business on November 2, 2007, CalPERS may be deemed to beneficially own an aggregate of 3,250,506 shares of Common Stock that may be deemed to be beneficially owned by NMVSH and by CalPERS, representing approximately 3.9% of the issued

and outstanding shares of Common Stock. CalPERS disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMVSH to the extent that membership interests in NMVSH are held by persons other than CalPERS.

     In addition to the foregoing, Mr. F. Fox Benton, III, who has entered into a consulting agreement with New Mountain as discussed in Item 6, is the President, director and a shareholder of Moreno Energy, Inc., a Texas Corporation (“Moreno Energy”). Mr. Benton has advised the Reporting Persons that Moreno Energy may be deemed to beneficially own, as of October 17, 2007, an aggregate of 5,400 shares of Common Stock, representing less than .01% of the issued and outstanding shares of Common Stock and that Mr. Benton may be deemed to beneficially own all of the shares of Common Stock that may be deemed to be beneficially owned by Moreno Energy. Moreno Energy is an energy investment company engaged principally in the business of owning direct interests in oil and gas properties and both private and public securities of energy companies. The principal business address of Moreno Energy is 919 Milam, Suite 1900, Houston, Texas 77002. No agreement or understanding exists between Mr. Benton or Moreno Energy, on the one hand, and any of the Reporting Persons, on the other hand, with respect to the disposition or the power to vote any of the shares of Common Stock that may be deemed to be beneficially owned by Moreno Energy or Mr. Benton or with respect to the acquisition by Mr. Benton or Moreno Energy of any additional shares of Common Stock.

     (b). Except as set forth below, each Reporting Person may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock that the Reporting Person may be deemed to beneficially own as described above. CalPERS may be deemed to have the sole power to vote or direct the vote and to dispose or to direct the disposition of the 573,506 shares of Common Stock that CalPERS owns directly.

     (c). Schedule A annexed hereto lists all transactions in the shares of Common Stock during the past sixty days by the Reporting Persons.

     (d). No person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that may be deemed to be beneficially owned by any Reporting Person.

     (e). Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

99.6        Presentation filed by NMV, NMVC, NMVT and NMV Offshore HoldCo with the SEC on November 6, 2007.

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: November 6, 2007

		NEW MOUNTAIN VANTAGE GP, L.L.C.
		By:		/s/ Steven B. Klinsky
				Steven B. Klinsky
				Managing Member
		NEW MOUNTAIN VANTAGE, L.P.
		By:		New Mountain Vantage GP, L.L.C.,
				its general partner
		By:		/s/ Steven B. Klinsky
				Steven B. Klinsky
				Managing Member
		NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.
		By:		New Mountain Vantage GP, L.L.C., its general partner
		By:		/s/ Steven B. Klinsky
				Steven B. Klinsky
				Managing Member
		NEW MOUNTAIN VANTAGE (TEXAS), L.P.
		By:		New Mountain Vantage GP, L.L.C., its general partner
		By:		/s/ Steven B. Klinsky
				Steven B. Klinsky
				Managing Member

		NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
		By:		/s/ Steven B. Klinsky
				Steven B. Klinsky
				Managing Member
		NEW MOUNTAIN VANTAGE (CAYMAN) LTD.
		By:		/s/ Steven B. Klinsky
				Steven B. Klinsky
				Director
		NEW MOUNTAIN VANTAGE HOLDCO LTD.
		By:		/s/ Steven B. Klinsky
				Steven B. Klinsky
				Director
		/s/ Steven B. Klinsky
		Steven B. Klinsky
		NMV SPECIAL HOLDINGS, LLC
		By:		New Mountain Vantage GP, L.L.C.
				its managing member
		By:		/s/ Steven B. Klinsky
				Steven B. Klinsky
				Managing Member
		California Public Employees’ Retirement System
				/s/ Christianna Wood
				By: Christianna Wood
				Title: Senior Investment Officer

SCHEDULE A
TRANSACTIONS IN THE PAST SIXTY DAYS BY THE PURCHASERS

CalPERS

		Shares of Common Stock				Approximate Price per Share
Date		Purchased/(Sold)				(inclusive of commissions)
9/14/2007			(23,440)			44.19
9/14/2007			23,440			44.19
9/17/2007			(5,860)			43.96
9/19/2007			(4,190)			45.53
9/24/2007			(13,390)			45.41
10/16/2007			(2,400)			46.82
10/16/2007			2,400			46.82
10/17/2007			(1,400)			46.46
10/18/2007			(100)			46.62
10/19/2007			(900)			46.29
10/23/2007			(1,900)			45.73
10/23/2007			1,900			45.73
10/24/2007			(1,900)			45.73