UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2009

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-643

Corning Natural Gas Corporation

(Exact name of registrant as specified in its charter)

**New York
 **16-0397420**(State or other jurisdiction of

incorporation or organization)
 **(I.R.S. employer

Identification no.)
**330 W. William St.

Corning, New York 14830

(Address of principal executive offices, including zip code)

(607) 936-3755

(Registrant's telephone number, including area code)

Securities registered pursuant to Section12(b) of the Act:

None

Securities registered pursuant to Section12(g) of the Act:

Common Stock, par value $5.00 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes [ ]No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ]No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes [X]No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated Filer [ ]
Accelerated Filer [ ]
 
 
Non-Accelerated Filer [ ]
Smaller Reporting Company [X]
Indicate by check mark whether the registrant is a shell company. Yes [ ]No [X]

The aggregate market value of the 643,414 shares of the Common Stock held by non-affiliates of the Registrant at the $18.50 average of bid and asked prices as of March 31, 2009 was $11,903,159. 

Number of shares of Common Stock outstanding as of the close of business on December 1, 2009 - 1,011,117.
**Explanation of Amendment**
Corning Natural Gas Corporation is filing this Form 10-K/A as Amendment No. 1 (the "Amendment") to its Annual Report on Form 10-K for the year ended September 30, 2009 (the "Annual Report") that was filed with the Securities and Exchange Commission on December 18, 2009 for the purpose of including the following portions of Corning's Annual Report that were incorporated by reference:

Item 10 - Directors, Executive Officers and Corporate Governance

Item 11 - Executive Compensation

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13 - Certain Relationships and Related Transactions, and Director Independence

Item 14 - Principal Accountant Fees and Services

Except as described above, no other amendments are being made to the Annual Report. This Amendment does not reflect events occurring after the December 18, 2009 filing of the Annual Report, or modify or update the disclosure contained in the Annual Report in any way other than as required to reflect the additions discussed above and reflected below.
**PART III

ITEM 10. Directors, Executive Officers and Corporate Governance**
Board of Directors. The names, ages, positions, business experience and principal occupations and employment of each member of the board of directors is set forth below

**Name
 **Age
 **Position
 **Director Since
Henry B. Cook, Jr.
 
62
 
Chairman of the Board and Director
 
2007
Michael I. German
 
59
 
Chief Executive Officer, President and Director
 
2006
Ted W. Gibson
 
67
 
Director
 
2006
Gregory J. Osborne
 
31
 
Director
 
2009
Stephen G. Rigo
 
63
 
Director
 
2007
Thomas J. Smith
 
65
 
Director
 
2006
GeorgeJ. Welch
 
64
 
Director
 
2007
* 

Henry B. Cook, Jr. is our chairman of the board of directors and has served as a director since May 2007. He has been the president of Triple Cities Acquisition, LLC, a heavy truck parts and vehicle dealer since 2001, and Roadwolf Transportation Products, LLC, an importer of heavy duty truck parts since 2003. He is not related to Matthew J. Cook, our vice president - operations.
*Michael I. German has served as our chief executive officer, president and director since December 2006. Prior to joining Corning, from 2005 to 2006 he was senior vice president, utility operations for Southern Union Company where he was responsible for gas utility operations in Missouri, Pennsylvania, Rhode Island and Massachusetts. From 1994 to 2005, Mr. German held several senior positions at Energy East Corporation, a publicly-held energy services and delivery company, including president of several utilities. Mr. German is a board member of Pennichuck Corporation, American Gas Association, the Northeast Gas Association and several non-profit organizations.
*Gregory J. Osborne has served as a director since April 2009. He has been president and chief operating officer of John D. Oil and Gas Company, a publicly-held oil and gas exploration company since April 2006 and a director of John D. Oil and Gas since February 2006. From 2003 until 2006, he was president of Great Plains Exploration LLC, an oil and gas exploration company based in Mentor, Ohio that owns and operates oil and gas wells. From 2001 until joining Great Plains, he served as executive vice president of Orwell Natural Gas Company, a regulated gas public utility company operating in Ohio. He also serves as a trustee of the Ohio Oil and Gas Association. Mr. Osborne is the son of Richard M. Osborne, beneficial owner of more than 5% of our common stock and former chairman of the board of directors of Corning.
*Ted W. Gibson has been a director since November 2006. He has served as the chief executive officer of Classic City Mechanical, an underground utility business since 1973. Mr. Gibson is also a corrosion specialist in the National Association of Corrosion Engineers and a graduate of the Georgia Institute of Technology - Mechanical Engineer. Mr. Gibson previously served as a United States Marine Corps Captain, Vietnam veteran. He is also an inspector for the Nevada State Boxing Commission.
*Stephen G. Rigo has served as a director of Corning Natural Gas Corporation since May 2007. Since July 2008, he has been President of Lake Shore Gas Storage, Inc., a privately owned non-regulated natural gas storage business located in northeastern Ohio. In addition, since 2007, he has been Executive Vice President of two Ohio regulated intrastate natural gas pipeline companies, Orwell-Trumbull Pipeline Co., LLC and Cobra Pipeline Col., Ltd. Mr. Rigo's responsibilities include new business acquisitions, business development, pipeline and commodity asset management, natural gas pricing, natural gas purchasing and sales, management of regulatory affairs, and corporate administration. From 2002 to 2007, he was employed by Orwell Natural Gas Company, an Ohio regulated natural gas distribution public utility, in various positions including President and Executive Vice President. His business career spans over 25 years in the energy industry including upper management positions with The Standard Oil Company and BP America.
*Thomas J. Smith has served as a director since December 2006. Mr. Smith has been a director and chief financial officer of Energy Inc, a publicly-held natural gas utility, since August 2009, and was interim president of Energy West from August 2007 until November 2007. Mr. Smith also serves as a director of PVF Capital Corp. Since 2003, Mr. Smith has served as president, treasurer and secretary of Orwell Natural Gas Company and Northeast Ohio Natural Gas Corporation, local natural gas distribution companies located in Mentor, Ohio. From 1998 through 2006, Mr. Smith was president and chief operating officer of John D. Oil and Gas Company, a publicly-held oil and gas exploration company. Mr. Smith remains a director of John D. Oil and Gas.
*George J. Welch has served as a director since May 2007. Since 1971, Mr. Welch has been a partner in the law firm of Welch & Zink in Corning, New York. Mr. Welch's practice concentrates on business transactions and real estate. He is currently an active director and member of many community organizations, including a local economic development organization, a community foundation and PaneLogic, Inc., a provider of control system integration services.

Executive Officers. The names, ages, positions and certain other information concerning our current executive officers and significant employees are set forth below. 

**Name
 **Age
 **Position
 
 
 
 
 
Michael I. German*
 
59
 
Chief Executive Officer, President and Director
Firouzeh Sarhangi
 
51
 
Chief Financial Officer and Treasurer
Stanley G. Sleve
 
60
 
Vice President- Administration and Corporate Secretary
Matthew J. Cook
 
48
 
Vice President - Operations
Russell S. Miller
 
47
 
Vice President - Gas Supply and Marketing
** 

* Biographical information for Mr. German can be found under "Board of Directors."
*Firouzeh Sarhangi was appointed as chief financial officer and treasurer of Corning in 2006. From February 2004 until her appointment as CFO, she served as vice president - finance of Corning. Previously, she was president of Corning's Tax Center International (TCI) subsidiary, a company she founded and operated until Corning purchased TCI in 1998. Ms. Sarhangi has twenty-four years of public accounting experience.
*Stanley G. Sleve joined the company and hasserved as a vice president since 1998.He has served as corporate secretary since 2006 and as vice president of administration since 2007. Mr. Sleve oversees corporate operations including customer service, facilities management, human resources, information technology and community relations. Mr. Sleve serves on the board of directors of the Corning Area Chamber of Commerce as a member of the Executive committee, the "Green" committee, and the Government Affairs committee. He also serves on the Chemung County Public Affairs committee.*Matthew J. Cook joined Corning in February 2008 as vice president - operations. Mr. Cook has 14 years of natural gas utility experience. From 2000 until joining Corning, Mr. Cook was employed by Mulcare Pipeline Solutions, a supplier of products and services to the natural gas industry, in various position including sales manager and technical specialist. Previously, Mr. Cook served as operations engineer and gas engineer of New York State Electric and Gas. He is not related to our director, Henry B. Cook, Jr.
*Russell S. Miller rejoined Corning as our director of gas supply and marketing in June 2008 and was appointed as vice president - gas supply and marketing in December 2009. From 1987 through 2004 he was employed by us in various positions including vice president - operations, gas supply manager and mapping technician. From 2006 until rejoining Corning, he was employed by IBM, as energy distribution manager where he managed a team of energy buyers. From 2004 through 2006, he was employed as an industrial account manager for Sprague Energy Corp. located in Portsmouth, New Hampshire.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the Securities and Exchange Commission (the SEC) initial reports of ownership and reports of changes in ownership of our common stock. Our officers, directors and greater than 10% shareholders are required by the SEC to furnish us with copies of all Section 16(a) forms they file. Gregory J. Osborne did not timely file a Form 3 upon his appointment to our board of directors. Based solely on review of copies of reports furnished to us or written representations that no reports were required, we believe that all other Section 16(a) filing requirements were met in the last fiscal year. 

Code of Business Conduct and Ethics. Corning has a Code of Business Conduct and Ethics that applies to all employees, including our chief executive officer and our chief financial officer, who also serves as our principal accounting officer. This code is available on our website at www.corninggas.com. Any amendments or waivers to the code that apply to our chief executive officer or chief financial officer will be promptly disclosed to our shareholders by posting that information on our website.

Audit Committee Report. In accordance with its written charter that was approved and adopted by our board, our audit committee assists the board in fulfilling its responsibility of overseeing the quality and integrity of our accounting, auditing and financial reporting practices. A copy of the audit committee charter is available on our website at www.corninggas.com. The audit committee is directly responsible for the appointment of Corning's independent public accounting firm and is charged with reviewing and approving all services performed for us by the independent accounting firm and for reviewing the accounting firm's fees. The audit committee reviews the independent accounting firm's internal quality control procedures, reviews all relationships between the independent accounting firm and Corning in order to assess the accounting firm's independence, and monitors compliance with our policy regarding non-audit services, if any, rendered by the independent accounting firm. In addition, the audit committee ensures the regular rotation of the lead audit partner. The audit committee reviews management's programs to monitor compliance with our policies on business ethics and risk management.

The audit committee is comprised of Mr. Smith, the committee's chairman, Mr. Cook, Mr. Rigo and Mr. Welch. The committee met six times in the last fiscal year. Mr. Smith, Mr. Cook, Mr. Rigo and Mr. Welch are "independent directors" as defined in the New York Stock Exchange listing standards. In addition, each member of the audit committee is able to read and understand financial statements, including balance sheets, income statements and cash flow statements. The board has determined that Mr. Smith meets the qualifications for designation as a financial expert as defined in SEC rules through his experience as the chief financial officer of Energy, Inc., a publicly-held company. The audit committee reviews and reassesses its charter as needed from time to time and will obtain the approval of the board for any proposed changes to its charter.

The audit committee oversees management's implementation of internal controls and procedures for financial reporting designed to ensure the integrity and accuracy of our financial statements and to ensure that we are able to timely record, process and report the information required for public disclosure. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed the audited financial statements with management and Rotenberg & Co. LLP, our independent accounting firm. The audit committee also discussed with Rotenberg & Co. the matters required by Statement on Auditing Standards No. 61, "Communication with Audit Committees. "The audit committee reviewed with Rotenberg & Co., which is responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States, its judgment as to the quality, not just the acceptability, of our accounting principles and other matters as are required to be discussed with the audit committee pursuant to generally accepted auditing standards. 

In discharging its oversight responsibility as to the audit process, the audit committee obtained from our independent accounting firm a formal written statement describing all relationships between the independent accounting firm and us that might bear on the accounting firm's independence consistent with Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees," and discussed with the accounting firm any relationships that may impact its objectivity and independence. In considering the accounting firm's independence, the audit committee also considered whether the non-audit services performed by the accounting firm on our behalf were compatible with maintaining the independence of the accounting firm.

In reliance upon (1) the audit committee's reviews and discussions with management and Rotenberg & Co., (2) management's assessment of the effectiveness of our internal control over financial reporting, and (3) the receipt of an opinion from Rotenberg & Co., dated December 18, 2009, stating that the Corning's financial statements for the year ended September 30, 2009 are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles, the audit committee recommended to our board that these audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2009, for filing with the SEC.
**Audit Committee**
Thomas J. Smith, Chairman

Henry B. Cook, Jr.

Stephen G. Rigo

George J. Welch
**ITEM 11. Executive Compensation**
Compensation Committee. Our compensation committee is comprised of Mr. Rigo, the committee's chairman, Mr. Gibson and Mr. Osborne. The committee met twice last year to recommend salaries and report those recommendations to the full board for approval.

Summary Compensation Table. The following table summarizes the compensation paid by us to our chief executive officer, chief financial officer, and our most highly compensated executive officers.

**Name and Principal Position
 **Year**Salary ($)**Bonus ($)**Option Awards(1) ($)**Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)**All Other Compensation(2)($)**Total ($)
Michael I. German, President and Chief Executive Officer
 
2009
 
165,000
 
 
 
-
 
24,974
 
5,451
 
195,425
 
 
2008
 
150,000
 
-
 
187,933
 
26,644
 
3,375
 
367,952
Firouzeh Sarhangi, Chief Financial Officer and Treasurer
 
2009
 
116,262
 
 
 
-
 
13'916
 
3,197
 
133,375
 
 
2008
 
113,263
 
-
 
4,754
 
16,377
 
3,198
 
137,592
Stanley G. Sleve, Vice President - Administration and Corporate Secretary
 
2009
 
103,790
 
-
 
-
 
24,050
 
3,114
 
130,954
 
 
2008
 
100,790
 
-
 
4,754
 
26,721
 
3,024
 
135,289
Matthew Cook, Vice President - Operations
 
2009
 
103,000
 
-
 
-
 
6,305
 
545
 
110,850
Russell Miller, Vice President - Gas Supply & Marketing
 
2009
 
93,000
 
-
 
-
 
16,074
 
2,790
 
111,864

		

(1) Amounts represent the compensation expense recognized for financial statement reporting purposes in accordance with FASB ASC 718 (formerly SFAS No, 123 (R)) on outstanding stock option awards. The compensation expense is spread over the vesting period on outstanding stock option awards made during 2009, 2008 and prior years. We use the Black-Scholes option pricing model to estimate compensation cost for stock option awards. The assumptions used in the model were (1) expected term of 3.35 years for each option, (2) dividend yield of 0.0%, (3) expected price volatility of 36.62, and (4) a risk-free interest rate of 4.53%.

(2) The amounts reported include 401(k) matching contributions by Corning in fiscal 2009 of $4,950 for Mr. German, $3,197 for Ms. Sarhangi and $3,114 for Mr. Sleve and in 2008, $3,375 for Mr. German, $3,198 for Ms. Sarhangi and $3,024 for Mr. Sleve. 

Mr. German's Employment Agreement.

Pursuant to his employment agreement dated November 30, 2006, Mr. German will serve as president and chief executive officer of Corning for a period of three years, with an automatic renewal for successive one year periods thereafter. Mr. German received 75,000 options to purchase common stock of Corning for a price of $15.00 per share under our 2007 Stock Plan pursuant to the terms of the agreement. The employment agreement provides termination payments to Mr. German as follows:

* If Mr. German terminates his employment for Good Reason (as defined in the employment agreement - generally a decrease in title, position or responsibilities, a decrease in salary or bonus or a reduction in benefits), then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to his then current annual salary. 

* If Mr. German's employment is terminated without cause, then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to his then current annual salary. 

* If Mr. German's employment is terminated for a Change in Control (as defined in the employment agreement), then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to three times his then current annual salary.

The employment agreement also contains standard confidentiality, non-competition and non-solicitation provisions for a period including Mr. German's employment and the twelve months immediately following the date of the termination of his employment.

None of our other executive officers have employment, termination or change-in-control agreements.

Benefit Plans.

We provide competitive welfare and retirement benefits to our executive officers as an important element of their compensation packages. Our executives receive medical and dental coverage, life insurance, disability coverage and other benefits on the same basis as our other employees. Our executives are also eligible to participate in our employee savings and pension plans.
*Corning Natural Gas Corporation Employees Savings Plan. All non-union employees of Corning who work for more than 1,000 hours per year and who have completed one year of service may enroll in the savings plan at the beginning of each calendar quarter. Under the savings plan, participants may contribute up to 50% of their wages. For non-union employees, Corning will match one-half of the participant's contributions up to a total of 3% of the participant's wages. Matching contributions vest in the participants at a rate of 20% per year and become fully vested after five years. All participants may select one of ten investment plans, or a combination thereof, for their account. Distribution of amounts accumulated under the savings plan occurs upon the termination of employment or death of the participant. The savings plan also contains loan and hardship withdrawal provisions.
*Pension Plan. We maintain a defined benefit pension plan, the Retirement Plan for Salaried and Non-Union Employees of Corning Natural Gas Corporation, that covers substantially all of our employees. We make annual contributions to the plan equal to amounts determined in accordance with the funding requirements of the Employee Retirement Security Act of 1974. The benefit payable under the pension plan is calculated based upon the employee's average salary for the four years immediately preceding his retirement. As defined in the plan, the normal retirement age is 62. The compensation covered by the pension plan includes only base salary, identified in the summary compensation table as "salary."

Outstanding Equity Awards at Fiscal Year End.

The following table summarizes information with respect to the stock options held by our most highly compensated executive officers as of the end of the past fiscal year. 

**Name
 **Number of Securities Underlying Unexercised Options Exercisable
 
 **Number of Securities Underlying Unexercised Options Unexercisable
 
 **Option Exercise Price($)
 **Option Expiration Date
 
Michael I. German
 
 
5,000   
10,000
 
 
 
17.00
 
9/23/2013
(1)
 
 
 
40,000   
25,000
 
 
 
15.00
 
11/05/2011
(2)
Firouzeh Sarhangi
 
 
1,000   
-
 
 
 
17.00
 
9/23/2013
(3)
Stanley G. Sleve
 
 
1,000   
-
 
 
 
17.00
 
9/23/2013
(3)
Matthew Cook
 
 
1,000   
-
 
 
 
17.00
 
9/23/2013
(3)
Russell Miller
 
 
1,000   
-
 
 
 
17.00
 
9/23/2013
(3)

(1) The option is exercisable as follows: 1/3 of the shares on 9/23/2009; 1/3 of the shares on 9/23/2010; and 1/3 of the shares on 9/23/2011.

(2) The option is exercisable as follows: 1/3 of the shares on 11/5/2007; 1/3 of the shares on 11/5/2008; and 1/3 of the shares on 11/5/2009.

(3) The option is exercisable on 9/23/2009.

Director Compensation. On December 15, 2009, the board of directors agreed to increase the compensation for all board members from 150 shares of our restricted common stock for each quarter of service as a director to 250 shares of our restricted common stock for each quarter of service as a director. The shares awarded will become unrestricted upon a director leaving the board. Directors who also serve as officers of Corning are not compensated for their service as directors. In fiscal 2009, directors received compensatory shares for service from April 2008 through March 2009. On December 10, 2009, directors were issued compensatory shares for service from April 2009 through September 2009. Directors have not yet received compensatory shares for service after September 2009. Information regarding shares of restricted stock awarded to directors in fiscal 2009 is summarized below, stated at the amount recognized for financial statement reporting purposes in accordance with FASB ASC 718 (formerly SFAS No. 123(R)). 

**Name
 **Fees Earned or Paid in Cash ($)
 
 **Stock Awards ($)
 
 **All Other Compensation ($)
 
 **Total ($)
 
Henry B. Cook, Jr.
 
 
-
 
 
 
11,100
 
 
 
-
 
 
 
11,100
 
Ted W. Gibson
 
 
-
 ***************************************************************************