UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

　

　

FORM 10-K 

　

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

THE SECURITIES EXCHANGE ACT OF 1934 

　

For the fiscal year ended September 30, 2008

　

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 Section 12(b) of the Act: 

None 

　
**Securities registered pursuant to Section 12(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 Section　13 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 Item　405 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. See definition of "large accelerated filer", "accelerated filer" and a "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

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 530,934 shares of the Common Stock held by non-affiliates of the Registrant at the $15.90 average of bid and asked prices as of March 31, 2008 was $8,441,850.

Number of shares of Common Stock outstanding as of the close of business on December 1, 2008 - 819,550.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Shareholders for the twelve month period ended September 30, 2008, and definitive proxy statement relating to the 2009 annual meeting of shareholders are incorporated by reference into Part III hereof.

Information contained in this Form 10-K and the Annual Report to shareholders for fiscal 2008 period which is incorporated by reference contains certain forward looking comments which may be impacted by factors beyond the control of the Company, including but not limited to natural gas supplies, regulatory actions and customer demand. As a result, actual conditions and results may differ from present expectations.
**Page 1****Table of Contents
For the Fiscal Year Ended September 30, 2008

　

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