Rule 424(b)(3) File No. 333-83497 PRICING SUPPLEMENT NO. 3, DATED NOVEMBER 15, 2001 (To Prospectus dated August 20, 1999 and Prospectus Supplement dated October 14, 1999) NATIONAL FUEL GAS COMPANY (Medium-Term Notes, Series E) Trade Date: November 15, 2001 Principal Amount: $150,000,000 Price to Public: 99.943% Issue Date: November 20, 2001 (the Notes will bear interest from November 20, 2001) Maturity Date: November 21, 2011 Interest Rate: 6.70% Interest Payment Dates: May 1 and November 1, commencing May 1, 2002 Proceeds to National: $148,977,000 Redemption Terms: Non-redeemable Repayable at the option of holder: Yes No X ---- --- Repayment Date: N/A Repayment Price: N/A Election Period: N/A Other Terms: N/A UNDERWRITING The purchasers named below ("Purchasers") have severally agreed, subject to the terms and conditions of a Terms Agreement, dated November 15, 2001 ("Terms Agreement"), to purchase from National the principal amount of Notes set forth opposite their respective names. Purchaser Principal Amount --------- ---------------- Goldman, Sachs & Co. $ 95,000,000 McDonald Investments Inc., a KeyCorp Company $ 30,000,000 ABN AMRO Incorporated $ 25,000,000 ------------ Total $150,000,000 =========== Under the terms and conditions of the Terms Agreement, National has agreed that from the date of this Pricing Supplement through the Issue Date set forth above, it will not offer for sale, issue or sell, or enter into any agreement to offer for sale, issue or sell, any debt securities of National having terms substantially similar to those of the Notes. 2